Ben 10: Legionnaire Chronicles
by TerrorKing10
Summary: During a fight against Eon, Ben finds himself in an alternate future unlike any he has seen before. He befriends a group of super-powered teenagers who call themselves the Legion Of Superheroes. (Inspired by JP-Ryder's story)
1. A Crack in Time

**Disclaimer: I don't own Ben 10 or Legion Of Superheroes.**

 **Greetings fanfic readers of the internet. Hope you all had a great New Years! And with a new year comes a new story. Like my other new story "The Ultimate Legend", this crossover combo is rare and the first of its kind, and will work on this during my spare time. I thought I'd get this out of the way before I officially start school again on the 15** **th** **of Feb.** **Technically this is my second try at a Ben 10/Legion of Superheroes x-over. The first one, even though got good support from few readers, a good story flow and lacked materials and good scope. But after re-watching Legion Of Superheroes I'm confident I'll do better this time.**

 **PS, this story was partially inspired by J-Ryder's "Green Legionnaire" story. I recommend you read it some time.**

 **Chapter 1: A Crack In Time**

The city of Bellwood was buzzing with noise as people were out and about, driving along the streets, pedestrians walking across the sidewalks, or just hanging around the general area in the warm summer afternoon. It appeared to be a rather normal day in the urban area, which was rare considering the daily actions of a certain hero.

Far away from the busy city was the suburb, surprisingly rather quiet save for few kids darting across the local shops decorating the area. One of the stores was a small, yellow infrastructure with a sign that read "Max's Plumbing" stuck just above the entrance. Inside, all sorts of sanitation tools were strewn about, organized upon shelves, walls, and within the display case of the countertop. Beyond the supplies themselves and past a green curtain shielding the door to washroom included just a toilet and a sink. However, contrasting the initial appearance of the store, beneath the hard floors of the somewhat grotesque lavatory, an elevator emblazoned with a strange, green hourglass symbol was speeding down, heading to the bottom of what was formerly the Plumber HQ, which was relatively nothing more than a metal room with a large, round, green glowing platform upon its floor. A human officer exited the elevator and rushed over to the dais, followed by few more of his companions.

"Agent Ellie to base," He called out. "…ten to transport."

An abrupt bright flash enveloped the place before the group disappeared into thin air, leaving no trace of their presence behind.

In the outer depths of the space, a Plumber HQ station was floating, within the orbit of the planet Earth as it span slowly like a moon. Inside the station, the Plumbers troops from before rematerialized upon another round platform, effectively confirming the teleporting potency of the mechanical unit as the troops quickly hopped down from the platform and headed out to their respective duties. The others occupants, ranked high and low, were working hastily at their assigned positions, ensuring to work their duties to absolute perfection.

Further within the station, a teenager laid on the plush, red couch, having his arms outstretched across the soft surface, watching a show that featured sumo wrestlers on the television before him. Seventeen years of age, he bared shaggy brown hair, pale green emerald eyes, pale and slightly tanned skin, with a lean, muscular build of average height. Adding further to his appearance was a black shirt with a broad green stripe in the middle and a white 10 and more green stripes on the sides of his shirt, paired up with brown trousers, decorated with pockets around knees, and green and white shoes to go along with it. Finishing his attire was a white hooded jacket with more similar green stripes on both arms and another green number 10 imprinted on the right side. However, the most noticeable feature was a white, black, and green digital watch of sorts was clasped around his left wrist, with a black touchpad that he was currently fiddling with, which displayed a holographic dial of different faced creatures.

He's none other than the famous, intergalactic superhero, whose legend exceeded most, the savior of universe, Ben Tennyson; known throughout the universe as Ben 10; the bearer of the Azmuth's greatest creation, the Omnitrix; the most powerful creation in the universe that stores the genetic code for over a million sentient life-forms and offers the wielder the opportunity to experience becoming anyone of those life-forms.

However, the current one was the modified duplicate version of his old prototype with new features installed to it. It stilled had retained his unlocked aliens and had the evolutionary matrix reinstalled to allow his aliens to go ultimate once again. Apparently Azmuth believes Albedo's early Ultimatrix was an inferior glitch filled piece of tech, but the potent benefit of the evolution mechanism couldn't be ignored and so he installed it to this new Omnitrix design, after installing and confirming the proper safety features so that they'll be no chance for any aliens consciousness to awaken like with Ghostfreak and the Ultimate Aliens. The Omnitrix was also installed with a network link up system so that it remained connected to the Plumber HQ database and is capable of displaying any information and navigational coordinates by tapping into satellites or recorded charts of multiple planets that have been explored by the Plumbers. The Omnitrix had also retained its DNA analyzer and genetic restoration matrix to heal unstable DNA codes.

Needless to say, Ben loved the new watch more than anything, although he still wishes Azmuth would consider unlocking the master control. However, that doesn't prevent him from still trying random codes to see if he gets lucky, but until then much to his chagrin, no such luck; nor he'd even managed to even unlock any new aliens to add to his arsenal. Well, if what Azmuth said about offering him the master control on his eighteenth birthday was anything to take seriously then he just needed to be patient and wait for his next birthday.

He'd spent the year attaining to more missions with his new companion Rook Blanko, whom he has come to call as partners. Although, he still found his know-it-all attitude to be rather annoying and him misunderstanding human behaviors and expressions on every occasion was simply another talk that would leave even him speechless. Nevertheless he's gotten along better with him and had come to regard him as a new best friend.

Letting out a tired and stretched yawn, he continued to enjoy his favorite show, grinning with droopy eyes. "Ah," He sighed deeply. "This is the life." He murmured in utter satisfaction, feeling completely relaxed upon the soft plush surface supporting his back. Suddenly, the screen of the television died out in a flash prompting an indignant protest from him. "Hey!" He shouted, frowning as he tilted his head to notice his alien partner, Rook Blonko towering over him, holding a remote in his hands, clad in his trademark Proto-Tech armor, with his Proto-Tool mounted upon his left shoulder.

"So fighting criminals has become mundane as well?" Rook guessed, raising an eyebrow in suspicion as he grinned.

"Uh, heh heh." The Omnitrix bearer chuckled in response as he pushed himself on his feet and turned to face him. "Well, when you've seen how your entire universe got created…" He began. "…you tend to get a little bored." He admitted, scratching the side of his head sheepishly.

"So everything after what we had witnessed…" The Magister started to realize. "…was not as entertaining to you?"

"Nope." Ben replied sagely, crossing his arms in defiance. "As far as I know, there's nothing that can possibly outdo what we saw." He stated as a matter of factly.

"Eh…true." The Revonnahgander agreed, stroking his chin. "I suppose that-"

"HELP!"

The scream interjected Rook mid-sentence as he and Ben noted the green laser beams raining down all across the area but mostly meant to pelt the one assailant, whose appearance was more that of a samurai, armored in silver and black clothing, face obscured behind helmets with purple, tinted visors, while a glowing purple, power sword held in his hand, swinging upon the closing Plumbers, slicing their blasters cleanly into pieces and disarming them, prompting the defenders to flee for lack of choice. And, the horde of men following him didn't exactly help much to boost Plumbers confidence.

Ben and Rook gasped in shock. "Eon!?" The former of the two muttered, narrowing his eyes in seriousness as he clenched his hands angrily.

...

Hollering sounds of retreating agents filled the corridor and monitor room as their rather advanced tech weapons proved ineffective against the blades of the samurai's. Noting the panic among men and women, the Omnitrix bearer and the alien Magister clenched their teeth, showing immediate worry to the appalling situation.

"How were both Eon and his minions able to get into the Headquarters!?" The latter of the two demanded as he dismounted his Proto-Tool from his left shoulder, and prepared himself.

"Time traveler and dimensional jumper, remember?" Ben responded rhetorically, causing his partner to blink while he recalled something. "Though, don't know who he's teamed up with this time." He shrugged tapping the lid of Omnitrix, causing a small, holographic, circular screen with icons to appear. "But I know they're not getting away with anything!" He declared, scrolling through the index of faces until he came across one with a pointed head. The lid then slid forward, allowing the core dial to pop up.

The Revonnahgander had meantime remodeled his Proto-Tool into a power sword with glowing orange saber; the Omnitrix bearer slamming his right hand atop the dial causing a green flash of light to explode from him. When the light faded away, the luminosity revealed him as four feet tall, monkey-like alien with light blue fur. He had four arms, six green eyes, and his light blue hair, which had tinge of grayish-white streaks in it, was flipped up. The parts of his body that weren't covered in fur were all dark blue while the Omnitrix dial stood on his chest, with four green sashes connected to it that were wrapped around his body. He also had grown a tail with two grayish-white striped at the end of it.

 **"SPIDERMONKEY!"**

The samurai's attentions were diverted toward the emerald flash where they noted the Arachnichimp and the Revonnahgander standing their ground. The former turned to his partner and cracked his knuckles. "Hey Rook, you know what time it is?"

"Uh…perhaps twelve-thirty, more or less, I assume?"

Spidermonkey groaned at his partner's obliviousness. "No! It's Hero Time!" He corrected mentally face-palming before rushing forward and somersaulting towards the unprepared enemy horde. Flipping forward through the wild swinging of energy swords and barely deluding them, he launched himself at the farthest of his assailants and delivered a triple uppercut, effectively knocking out one before he quickly spun around, molding his agile body according to his will and ramming his knee into another's face, sending the man skidding backward and crashing into farthest of wall.

Rook charged forward with his blade deployed and ducked beneath a swipe meant to impale his head before he quickly parried the blade closing in on him from his side. Retaliating quickly, he pushed forward before strafing to the side and countering with a vertical swipe that down one of his many assailants. Stepping forward, he began charging with countless swipes of his sword, each quickly either parried to the side or struck thin air. Quickly, noting another blade drawing closer, Rook quickly retreated only for intercepting two more blades, barely by a width margin from his neck. However, the force and momentum send him skidding backward as he struggled against the overpowering duo. Gnashing his teeth together, Rook let out a battle cry and breaking through the stalemate, he pushed the minions backward, their weapons flung away from their grasps from surprising effort, making them vulnerable for him to attack, which he did adding two more on his defeated list. Noting more of his adversaries charging at him, he reacted quickly and twisted the green, hourglass symbol upon his Proto-Tool, causing it emit bright green glow.

 _"SPLIT FUNCTION ACTIVATED!"_ A mechanical voice announced before the Proto-Tool began glowing bright orange, creating a symmetrical shape of the Proto-Tool.

The Magister acted accordingly and pulled the contraption from opposite sides, effectively splitting the Proto-Tool into two similar replicas, each modeling into smaller shape than the original. He held the energy saber in his right hand while the other replica turned into an energy shield, which he used to parry away the first swipe before knocking down the assailant and staving off the body tackle and thrusting his blade aside to fend off more of his adversaries before rushing forward into the stumbling grunt and using him as a springboard, he performed a omni-directional swipe; three more of the grunts collapsing in a heap.

Meanwhile, Spidermonkey used his webbing to lasso another unsuspecting samurai and bypassing a purple swipe, he swung the trapped man, hammering away probably dozen more of the minions before finally decking his supposed hammer into the wall and adding another count to the semi-conscious bodies on the floor. The alien simian grinned cheekily at his accomplishment and bowed slightly taunting the dawdling group of samurai before leaping forward and stomping his feet into the faltering grunt, and lunging at the further two members, driving his eager fists into their faces; their bodies collapsing down with a loud thud shortly after.

"Ben!"

A familiar voice enticed the Arachnichimp to look up and see Max Tennyson on the above floor, tagging along him were three other senior Plumbers, fencing the troop of minions piling them. "Hang on, grandpa!" Spidermonkey shouted in reassurance, before using his web to swing himself to the upper floor and landed right beside the human Magister. However, before Max could utter anything, the clattering sounds of more swords prompted them to note the purple vortex coughing out dozens of more foes.

"Aw, man." Spidermonkey groaned, his shoulder slumped slightly before he lunged forward into the mess again, effectively knocking out couple of foes caught off guard only for more grunts to replace them. Spidermonkey got into fighting stance and crooked a hand at them. "So, who's going first?" No sooner the taunt left his mouth, a couple dozen more of the grunts backed up the group and towered over the Arachnichimp.

The Plumbers was dispatching few of the Eon's servants, however with their growing numbers, it barely helped in reducing their quantity as more began filling the station.

Rook, meanwhile rammed his force-field shield into yet another grunt before reverse sidestepping to parry the blade closing at him from behind and pushing him backward, only for more trying to dog-pile him; the only thing preventing that was his superior skills and experience. Effectively performing a counter attack, he dispatched another oair of samurais before tackling the third one sneaking on him from behind and striking him down with the tail of his sword. Turning around, his eyes were drawn toward his allies struggling against the oncoming servants through the portal, swarming them and realized the futility of their attacks. "Ben!" He shouted to the monkey-like alien as he fended another blade meant to impale his torso. "You need to close off that portal!"

"You think, I don't know that?!" Spidermonkey shot back indignantly, slightly distracted that proved fatal enough as a punch sent him staggering back, tripping behind and falling on his back, grunting in pain. "Okay," He groaned, pushing himself off on his feet. "Time for a timeout!" He declared, slapping the Omnitrix symbol upon his chest.

In nanoseconds, his body transformed in another emerald flash and a robot-like alien with a larger body stood out; his skin apparently made of copper or brass-like metal, with black stripes and a transparent piece of green hexagonal glass, revealing gears inside of him. He had a round, short head with a semi-triangular appendage on top while on his back; he had a black stripe that splits in two stripes with a keyhole between them, and the Omnitrix symbol stood proudly on the glass piece on his body.

 **"CLOCKWORK!"** He shouted, strangely in a German accent. "And now for a little clock-verking!" He exclaimed as he extended his arms forward and fired forth beams of green light at the grunts, that instantly froze them in place; not in ice but as if someone had pressed the pause button and they seemed to have ceased moving as to his will. "Heh." He chuckled at his accomplishment.

"Good thinking, Ben." Max complimented the bio-mechanical alien; the latter stepped forward, bypassing the frozen servants and stood in front of the swirling rift. The gears within his body began rotating before he fired forth another giant beam of green light from his chest that upon making contact with the portal prompted it to diminish and disappear in a flash of light; the troop of enemies disappeared in purple flashes as an aftereffect, much to the surprise of the human Magister and his fellow officers.

Even the servants' dog-piling the Revonnahgander disappeared into thin air much to the latter surprise and noting the danger not lurking anymore, he reconnected his Proto-Tool to its original form and hasted to his partner and his allies, mounting the weapon upon his left shoulder. "It appears that the portal was the only thing able to keep the soldiers within this time period." He noted, "But I doubt that includes Eon." He pointed out.

"Right." Clockwork agreed. "Ve need to vind him, quickly." He stated with a clenched right fist.

"How?" His partner asked with an arched eyebrow. "Knowing him, he could be anywhere within the base." He muttered, rubbing his chin in contemplation. The time-walking villain had disappeared, letting his grunts ambush them and keep them distracted for whatever he must have come here for.

"I've got an idea." The Chronosapien responded. "Don't if it'll verk though…" He admitted. "…but it's verth a shot." He decided, as the protrusion upon his head began to spin counter-clockwise; his mind began searching throughout the complex of the station, flashing from area to area until he caught sight of a figure within a small room, having blue lines aplenty on the walls, including a central pillar shaped like a hexagon, reaching all the way up and connecting to the ceiling. He gasped in realization, catching the attentions of his comrades.

"Did you find him!?" Max asked.

"He's in de storage vault!" Clockwork exclaimed and quickly tapped the Omnitrix symbol and transformed once again. This time, he shifted into a humanoid Velociraptor-like alien with a black tail that had blue stripes, a blue face with green eyes and black lips, a pointed head that was more like a helmet, and black balls attached to his blue feet that looked more like wheels. On top of that, the Omnitrix symbol was still on his chest, over a green color strip on his torso.

 **"XLR8!"** He hissed. "Time for a speed run, partner!" He declared grabbing Rook by his arm. Before the Revonnahgander could protest, they disappeared in a black-and-blue blur that dashed its way towards the storage room at an astounding speed.

* * *

Down in the small room that was proclaimed as the storage vault was the evil time walker; donning a black helmet with a purple visor upon his head, though his face was still visible through it as it appeared repulsive, being long and thin, with a wide mouth, greyish skin, a flattened nose, dark lines under his eyes, and thin, black lips. He was also wearing silver gauntlets and boots, and also silver shoulder pads on his black jacket. Completing his attire was a black bodysuit, which had some purple lines and a silver collar that covered his entire neck.

He was alone after his minions had suddenly disappeared, indicating the possibility of how much time he had remaining as he stood in front of the central pillar of the vault, as a panel upon it slid out, with steam billowing from it.

"There it is," Eon uttered, his eyes widening as he reached with his right hand into the small cloud of steam and pulled out a stone-like object that glowed with an ominous blue light. "The Gem of Zion is finally mine." He proclaimed, holding the small, luminous gem in his hand. _'If I'm not mistaken, then this was the day that Ben Tennyson disappears.'_

Abruptly, interrupting his musing was a black-and-blue blur that sped into the room and skidded to stop in front of him. "All right, Eon!" XLR8 began. "Whatever you're tryin' to get, you ain't getting it." He stated with a serious glare. The Revonnahgander shook off the nausea feeling and deployed his Proto-blaster, aimed at the time walker.

Eon merely smirked. "Ben Tennyson and Rook Blonko." He noted; his demeanor was strangely appalling to the duo that confused them. "I assume you're expecting a 'partner' of mine to show up and reveal that he's the mastermind?" He guessed, raising an eyebrow as the two shared a glance.

"Uh…maybe?" The Kineceleran responded unsurely, causing the pale skinned villain to cackle loudly, prompting the duo to grit their teeth angrily.

"I've learned my lesson from trusting Vilgax and Maltruant." Eon chuckled. "From now on, I'm working alone." He proclaimed arrogantly. "Besides, I've had a plan for a while now…" He mentioned with an evil grin.

"And what would that be?" XLR8 asked somewhat hesitantly.

Eon sneered. "Do you know how many wars I've been into in order to find this gem? I'm a human precognition! Any move you try, Tennyson, I can predict!"

"Then, predict this!" XLR8 retorted before he rushed at Eon; just as the latter initiated a vortex behind him. The Kineceleran body tackled into his foe, and before Rook could reach out and grab his partner, the alien hero and time walker were sucked into the portal and the vortex was already closed.

"BEN!"

...

"Let go!" Eon demanded as he and Ben, the latter having reverted back to his human form, tumbled through the endless void that was the time stream. "The gem belongs to me, foolish boy!" He shouted, trying hard to get the Omnitrix bearer's hold off of him.

"Not on your life!" Ben retorted, grabbing the gem tightly and twisting his body around, he kicked away Eon out of the way. Unfortunately for Eon, he wasn't able to maintain his balance and was effectively knocked out of the time stream, disintegrating him into pure light.

Ben panicked as he struggled to stay inside the time stream. "How do I get out of here!?" He cried out, distressed before he phased through a stream toward a light, where Eon had went through.

...

 **New Metropolis, 3015**

An abrupt tear in the air created a strange distortion before the disruption shaped into a vortex and a brunette fell down from it and crashed on the hard surface of street face-first and groaned deeply. Trying to shake off the death feeling from a few moments ago, he slowly pushed himself on his feet and rubbed his spinning head.

"Ow...where am I?" Ben wondered aloud before his instincts kicked in and he flung himself to the side to dodge an incoming car. However, much to his utter astonishment, the car was…hovering. "What the…?"

"Watch where ya going, you troglodyte!" The driver yelled at him, earning his immediate attention and to his further shock, the driver had a chicken-like face that was turned at him and uttering gibberish and he barely needed another second to recognize him as an alien.

"What planet did I end up on now?" Ben wondered with a strange hollowness in the pit of stomach as he rushed out of the street to dodge incoming traffic.

Blowing a deep breath, he ambled along the sidewalk and noted the weird inhabitants around him, including a human teenage girl wearing some kind of futuristic clothing he'd seen on TV and holding hands with a large humanoid alien composed of stone. Then, an elephant man doing manual labor and transporting some boxes from a hovering truck, and the strangest of all was a white-colored alien walking a large, orange dog with no eyes that reminded him of someone from his wide arsenal of alien DNA.

"I am definitely not in Bellwood anymore." His musing was interrupted from familiar cry of help from people running and screaming, and the probable source of the chaos seems to be a bank at the far end of the street, which read: 'New Metropolis National Bank'. "New Metropolis!?"

Discarding his thoughts to ponder for later, the teen hero rushed toward the bank, and eventually found himself at the steps of the bank when for a split second, he probably picked the sound of a girl screaming in pain. Going instinctually when anyone's in need for help, Ben was about to activate the Omnitrix and storm into the bank when the front of the building exploded; the several large shards of glass flew in the teen's direction. Ben dived toward the ground, covering his head as he did so and picked the sound of glass and pieces of metals clattering against the ground, and some fell upon his back but barely hurt him. Certain that the danger had ceased; he rolled and began to stand up when stepping out of the burning building was a ten-foot tall, muscular man clad in a green bodysuit and energy crackling in his hands.

 **(A/N: Mantis is a New God from Apokolips. His powers are immortality, superhuman strength, speed, reflexes, stamina, agility and durability, energy absorption, manipulation and projection, ability to generate heat, cold and anti-matter and flight.)**

The man stared down at the brunette and frowned. "You shouldn't be here, kid. You could get hurt." He spoke rhetorically as a ball of pure energy materialized in his palm before he hurled it straight at the still astonished brunette. The latter barely got enough time to react and he might have been toast if he hadn't found himself being knocked to the ground by an unseen force. Wincing slightly, Ben let out an inaudible grunt as the energy ball zoomed past over his head.

Ben groaned and muttered something incoherently as he sat up again to find the man pissed. Following his gaze, the brunette's jaw dropped at the sight of a girl around his age, and not just any woman. This particular female seemed more like a Native-American in a long feathered sleeved yellow leotard and yellow boots with her toes exposed, and exposed cleavage windowed down to her naval, the asset at which he struggled to not ogle at as blood rushed to his face, and the most distinguishing feature of her were the pair of long wings on her back.

"You're starting to get on my nerves, girly. You and your friends back there." The man snarled, jerking his thumb back toward the bank.

The winged-girl ignored the man and turned to regard Ben with worried eyes. "Get out of here, kid!"

 _'Kid? I'm almost eighteen.'_ Ben sweat dropped at his thought as blood instantly drained from his face. However, before he could protest, the unnamed girl flew into the air and lashed out with a right hook at the unnamed man.

"You think can hurt the mighty Mantis?" The man asked cockily as he lazily reached out and grabbed the strike before propelling her in the air with an energy blast in her torso. Apparently, he was really pissed too which would explain his move to finish the event with one blow when he was assaulted by a psionic attack, enticing him to clutch the sides of his head as he futilely struggled to stifle his agonized cry.

From the bank emerged two more teens; a girl and a boy. The blonde girl, sporting a pink and white uniform and probably was responsible for the mental attack, dropped on Mantis, and accompanying her was a teenage boy with crimson hair, a lighting shaped scar on his right eye, with yellow lightning streaks on his blue suit, and white pants with yellow boots on to complete his attire.

Recovering quicker than expected, Mantis countered with another bolt of energy at the reemerged heroes, the energy sphere surprisingly catching the winged girl off guard and hitting her dead-on and instantly freezing her solid in a chunk of ice. The blonde girl rushed forward and caught the frozen comrade before she hit the floor and shattered into pieces, only to be blasted away by another one of Mantis's energy blast.

"Saturn Girl!" The red-headed boy glared at Mantis with an angered look in his eyes. "You're toast!" He growled and backed up his words with a blast of blue electricity. However, the latter merely grinned smugly and made no attempt to dodge the energy bolt as the blast struck him. Instead of being pushed back or showing any sign of discomfort from the attack, Mantis smirked in delight as the energy was swiftly absorbed into his body and his entity began glowing slightly from new found energy surging through his stature.

The boy's eyes widened; he didn't see that coming.

 _'Energy absorption, huh? Just like Feedback and Chromastone.'_ Ben summarized, curiously, not sure whether to interfere in something which he knew nothing about.

"Foolish Legionnaires!" Mantis snarled as he grabbed Lightning Lad and Saturn Girl by their throats and heaved them into the air. "Lightning can't hurt me!"

"Hey! Let them go!" Ben demanded, catching their immediate attention, finally unable to help himself backing out when people are in need.

"Or else what?" Mantis asked sarcastically, smirking at the growing discomfort of his two victims in his grasp.

"Or else this!" Ben growled, going back to searching through his index of aliens, sliding its lid open and allowing the dial to pop up. "It's Hero Time!" He slammed the dial down, and his body exploded into green light before it dissipated to reveal a massive, nine-foot armored being, shaped more like a heavy oven-like walking suit. The suit had a handle on its head, and the shoulders had bolts while three more bolts were present on each of his hand and two on the chest. The being's helmet was attached into the shoulders and had three grills where there was an ominous orange light was visible. And, the last but not the least, the Omnitrix symbol stood proudly on his chest.

 **"NRG!"** The being proclaimed in a thick Russian accent, as everyone stared at him in utter shock and astonishment. Needless to say, their expressions was enough to define the sudden boost in the Omnitrix wielder's confidence and he took advantage of Mantis' stupefied state to fire a dense beam of radiation from the grills of his helmet.

Being caught completely off guard by the sudden transformation of teen whom he'd directed as kid moments ago, Mantis couldn't prepare himself to absorb the energy and upon impact, he was sent careening back into the burning infrastructure, relinquishing his grasp on the two teens in the process.

NRG walked over to them and helped them up their feet.

"Thank you." Saturn Girl said in gratitude to the armored alien, still surprised from the transformation.

"So, what do I call you and your friends?" NRG questioned, deciding to get the formalities out of the way.

The blond girl took a few seconds to answer, considering that their savior was a human teen who had suddenly turned into a walking oven. Even though, a walking oven is least of her concern, but the transformation still bothered her. Finally she replied. "I'm Saturn Girl. And this is Lightning Lad." She said, regarding the red-headed boy. "That's Dawnstar." She finished, gesturing to the winged-girl, who was still frozen in ice.

"Allow me." NRG walked over to Dawnstar and held a glowing hand against the ice that has trapped her within. He didn't want to risk exposing her to his radiation, not knowing how it would effect her, so to play it safe he only melted the ice down to a couple of inches, allowing the winged-girl to easily break the rest with her own physical strength.

"So, can you guys still fight?" NRG asked, ensuring his fellow heroes were still fit for duty or were not going to share the same fate again.

Dawnstar smiled. "Always." She answered while punching her hand.

Before the other two could respond, Lightning Lad was blasted by a familiar energy attack that sent him crashing into a nearby building. NRG and the two girls noticed Mantis emerging from the broken bank infrastructure, and boy did he look mad and his angry gaze was set on NRG.

"I don't know what you are, boy." Mantis muttered. "But no one makes a fool out of me and gets away with it!"

"Really?" NRG asked pretending to be surprised. "Den I guess I must be de first." He added, earning giggles from the two girls while Mantis merely snarled in annoyance.

"You dare mock me, insolent whelp?!" Mantis demanded angrily. "You shall pay dearly for that!" He roared, his fists cloaked in energy.

"Sorry." NRG folded his arms. "I don't carry cash."

Mantis growled at the snarky response from the walking oven and discharged another energy beam intended to eviscerate his adversary and the other teen heroes standing behind him. Dawnstar pushed Saturn Girl outta way, while NRG stood his ground and took the blunt force of the attack, the bolt harmlessly ricocheting off his extremely durable armor plating. NRG would have smirked if possible and crooked a hand at the snarling Mantis. As predicted, the latter fell for the taunt and charged at the Prypiatosian-B like a wild bull.

NRG once again stood his ground and his armor began glowing red; digging his feet into the ground he braced himself for the inevitable impact. An energy coated assaulting limb impaled the sturdy armor and no sooner the heat torn through the energy surrounding the limb and registered by Mantis that he instantly recoiled back at the tremendous burning sensation. However, before Mantis could get away from his rather outwitting adversary, NRG used the distraction to reach forward and grip the New God and wrapped him into a crushing bear hug.

"Is it hot in here, or is it just me?" NRG quipped as his armor transmitted the mind-boggling heat into Mantis' body and fumes began evaporating from latter. Mantis gritted his teeth to prevent the pained cry threatening to tear his throat apart. If NRG's face was visible, one could see him smirking. "Oh, maybe _is_ me."

Mantis' body exploded in energy that was enough to force NRG to loosen his grip and the slight distraction was enough for Mantis to drill his energy cloaked fist into NRG's helmet prompting a loud clattering noise. Ignoring the heat, Mantis pushed backward and sent NRG staggering backward before he reached forward and grabbing NRG by his helmet, he tossed the Prypiatosian-B into another building, burying him in rubble.

Mantis wasn't much worse for the wear, except for burns marks on his body. He smirked confidently, wiping the beads of sweat on his forehead as he thought that the tables might have turned when NRG's armored body suddenly shot through the rubble and debris, and struck the unsuspecting Mantis and sent him flying into a truck.

The teen heroes turned toward the rubble and noted a mysterious new being emerging from the debris and building chunks. The being was humanoid, but apparently composed of red and yellow energy, and donned two suspender straps with green buckles on them, a belt with the Omnitrix symbol for the buckle, two wristbands on both arms and two knee braces on both legs with green buckles on the braces. Sporting a savaging grin like the kind one might have seen carved on a pumpkin for Halloween where the inside was completely white, and he seems to have had lightning shaped bolts for eyes.

This was NRG's true form, hovering in the air.

Mantis tossed the armor aside, as he looked at NRG's real form. "So you decided to reveal your true form. But it won't do you much good." He claimed.

The now unarmored and unrestrained NRG smirked confidently. "Wanna bet?"

Rather than a verbal reply, Mantis brought his hands together, creating a gargantuan energy ball in the hollow part of his palms and hurled it over at NRG. He figured since his adversary was without his armor, his attacks could hurt NRG and as he predicted, the blast encompassed the energy being completely. Mantis grunted in satisfaction. However his satisfied mood lasted only for a second before it quickly replaced by shock when he and Legionnaires noted the energy whirling around before it began to shrink and NRG was revealed absorbing the energy into his palms much to their utter amazement.

After absorbing the energy completely, NRG let out breath of satisfaction. "Ah, now that was a delicious meal." NRG said while patting where his stomach supposed to be.

Gritting his teeth in anger, Mantis punched the ground with his energy cloaked fist; the aftermath was a tremendous shockwave that levelled everything in its path, including the already destroyed bank. NRG and the other teen heroes quickly flew into the air to avoid the shockwave that was strong enough to blow anyone of them away.

"Oh great." Lightning Lad muttered. "Now he's twice as mad."

NRG glanced at them, his smirk never leaving. "And hopefully, twice as sloppy too." He proceeded to perform series of hand-signals at the three, instructing them of his plan. Lightning Lad, momentarily surprised, quickly grew a smirk of his own as he motioned the girls to follow him.

NRG grinned himself as he floated in front of Mantis. He knew that while Mantis' ability is extremely powerful, if there was one thing he knew about energy absorbers, it's that they always had limits; limits which shouldn't be exceeded. Something he doubted Mantis knew.

"Well, let's find out whether he knew." NRG said to himself as he thrusts his arms towards the New God and countered with a massive ejection of a radioactive energy beam, impaling Mantis dead on. The latter prepared this time, grinned smugly as overconfidence was dripping from his face and began absorbing the massive energy; his body glowing brighter as he fed on the radiation and the excess energy surged throughout his being.

He sensed movement behind him and presumed it to be the missing red-head when a concentrated blast of electricity struck him at the back. Hardly fazed, he continued to absorb everything he got. NRG and Lightning Lad continued to pour their energy, draining themselves and feeding their adversary.

The excess draining of energy began taking its toll upon Lightning Lad and NRG but the sudden shift and waver in Mantis' confident demeanor was enough to keep them fuelled and Mantis's confident smirk was replaced by discomfort and disbelief. He felt his frame beginning to swell and bulge in random places as his ability to absorb energy began exceeding his limits and it was only a matter of seconds before he went to critical state, almost beyond his limit.

"Too…much…energy…" Mantis grunted; his voice strainful before he let out an agonizing scream of an appalling pitch, and he exploded into a massive spherical orb of bright light that caused a rift in the air and shockwaves to tear through it, prompting NRG and Lightning Lad to shield their eyes from the mere intensity. Once the light faded, the heroes saw the unconscious battered form of Mantis; his body still glowing dimly from the lack of energy.

Certain that the enemy was down for good, NRG flew back into his suit and sealed himself within before he approached the others who had gathered around unconscious Mantis. Saturn Girl tapped a button on the grey box placed Mantis' belt and in a boom reminiscent of thunder, a white, swirling tunnel appeared behind him. The teens had to brace themselves for a moment; it felt like they were being sucked inside.

"Move!" Saturn Girl instructed in alarm, and they did so before Mantis' unconscious form was sucked into the portal before the rift died away.

"What was that?" NRG inquired, slightly alarmed himself.

"A Boom Tube." Dawnstar explained. "An extra-dimensional doorway back to Apokolips."

"Apokolips? What is it?"

"That's where Mantis is from." Lightning Lad answered nonchalantly. "They're all pretty chatty there."

"I noticed." NRG noted and with a tap on his Omnitrix disk and a brief moment of blinding green flash, he was back into his human form.

"Thank you for helping us back there." Saturn Girl said in gratitude.

"No problem, all in a day's work for Ben 10." Ben commented proudly, with his hands on his hip.

The three teens stared at the brunette with an unrecognizable look. "Come again?" Dawnstar was the one to break the silence but the strange demeanor was still there.

Ben was taken aback by her response. "Um…I'm Ben Tennyson?" He said, his pride taking major hit when he noted them still sporting the blank expression. "You know protector of Bellwood?"

"…"

"…Savior of the universe?"

"…"

"…Wielder of the Omnitrix?"

"…"

"Oh come on! I'm one of the Plumbers! You know, the Intergalactic Police Force?"

"Dude, what are you talking about?" Lightning Lad asked the brunette with a frown. "There aren't any Plumbers around here anymore."

"Anymore!? What are you talking about?" Ben looked genuinely confused now as he wondered the effect of the time stream and a light bulb lit in his head. "Wait, what year is this?"

"3015." Saturn Girl replied.

Ben's eye twitched. "3015?" He repeated as his mind tried to process the information. "Am I still on Earth?"

"What are you babbling about, kid? You sound like you were time traveling or something." Lightning Lad spoke skeptically as he crossed his arms.

"That's because I was!" Ben claimed groaning deeply. "It all makes sense now! The aliens, people who have never heard of me and the Plumbers, all of this futuristic stuff around. I pulled a Marty McFly!"

"Is this guy delirious or something?" Lightning Lad whispered to his other two companions.

"I don't know, but we should take him to Brainy at the Archives." Saturn Girl replied as she stared at the brunette. "I think Brainy might tell if he's a time traveller or not."

"All right, let's do it." Ben insisted, mentally hoping to find a way back home or to his own time.

"So uh…can you turn into something that can fly?" Dawnstar inquired, arching an eyebrow.

"Sure can." Ben nodded confidently as he again activated the Omnitrix and scrolled through the Omnitrix's DNA library before he finally slapped the dial down, prompting another brief moment of emerald flash and the brunette was replaced by a red, humanoid, manta ray like alien with two black lightning bolt-like stripes coming down from his shoulders to where the Omnitrix disk was located. He also has yellow horns extending from his nose, gills underneath his arms and yellow patagia.

 **"JETRAY!"** The Aerophibian proclaimed flapping his wings before he turned to the girls. "Ladies first."

"Okay maybe you are actually a time traveller, nobody is that polite anymore." Dawnstar giggled, musing as they took off into the air.

* * *

After about five minutes of traveling over the city square, Jetray was led to the white clubhouse of the 'Legion of Superheroes' located in a park-like area. The clubhouse itself looked more like an inverted bottom stage of a large rocket that had been drilled into the ground to steady it. However, in reality the club-house complex was much larger than it appeared and most of it was underground. Once inside, Saturn Girl, Lightning Lad and Dawnstar directed Ben toward a lab, where four other teenagers had occupied the room. Needless to say, everyone's eyes were drawn toward the new brunette who felt more like outta place.

"This kid here claims to be from the past." Lightning Lad stated, after explaining what had happened earlier. "Brainy, can you check and analyze this guy?"

"Of course, Garth; let me see." Brainiac-5 replied rather calmly despite how odd the time-travelling sounded as he stepped toward Ben and reaching out, he plucked a hair for sample. He scanned the sample using the strange symbol on his forehead as he hummed. "Interesting, you are Benjamin Kirby Tennyson. Mostly to known as Ben 10, wielder of the Omnitrix; a powerful device created by first thinker, the Galvan scientist Azmuth. It allows its wielder the ability to shift into over a million sentient life forms and have complete access to their respective capabilities. Benjamin Kirby Tennyson was also a member of the Inter Galactic Organization, Plumbers, from the year 2015."

"See, I was telling the truth!" Ben frowned, surprised that so much knowledge was available about him in this time stream. At least, it confirmed that he was stuck in future though. He could have done much worse instead.

"Wait, Ben Tennyson of the Plumbers? What are you doing here in the 31st Century?" Bouncing Boy inquired, arching an eyebrow.

"Well, I was with my partner at Plumber HQ, chasing after Eon through a time portal so I could retrieve this gem." Ben explained as he digs into his trouser pockets only to find nothing. "Where is it?" He gasped in shock.

"Where's what?"

"The Gem of Zion that Eon stole! I might've dropped it somewhere!" Ben answered, panicked slightly as looked at Phantom Girl. "I can't believe that I lost it!"

"Are you sure you had it on you?" Dawnstar asked.

"Maybe the link stood that too." Lightning Lad joked.

"Hey, bite me, Sparky!" Ben retorted, scowling before he frowned in despair and worry. "Grandpa isn't going to like this nor will I if anyone else found it."

"Maybe it is still in the time stream." Brainiac suggested. "Let me check if it ever showed up in the past."

"Oh man, I'm not gonna stuck here in the future forever, am I?" Ben's shoulder hunched forward as he slumped down on a nearby chair.

"Relax, Ben." Dawnstar assured the brunette. "You'll be back in your original timeline in no time."

Ben looked at the girl and nodded, despite the gut feeling still telling him otherwise. "So I gotta ask who you guys are?" He questioned, rubbing his head.

"We're the Legion of Superheroes, pal." Lightning Lad stated as if that was the most obvious thing. "We're a group of superheroes inspired by Superman and every hero of the past. I'm one of the founding members." He exclaimed proudly, jerking a thmub at himself.

"And, me and Cosmic Boy." Saturn Girl interjected.

"Who's Cosmic Boy?" Ben asked earning a deep groan from Lightning Lad.

"Oh he's Mr. Stick-up-your-ass." Lightning Lad replied sarcastically. "But lucky for you, he's not our prime Legion leader."

"So we're not too different from you, Ben." Triplicate Girl reassured the brunette before chuckling. "Well, except, of course, most of us here are aliens to you."

Ben could already tell the same. He'd suspected them to be aliens or Plumbers kids at least, harnessing the power of their parents. But, the difference was enough to pin it. Although, there were humans who inherited alien powers back in his timeline, Ben's cousin Gwen being a perfect example and himself, only he doesn't had access to the spark; most people he knew who had off-worldly abilities were not human, or not entirely human. Same goes for these heroes, these Legion of Superheroes. It was very subtle, as whatever species they were greatly resembled human teenagers, but Ben was skilled enough to see past that subtlety. Having lived most of his life around aliens and alien-hybrids, some of them who greatly resembled humans, allowed Ben to clear the distinction between humans and beings that merely looked like humans.

"I couldn't find the Gem of Zion in the time stream, or in any other time it might've fell in." Brainiac-5 informed the brunette, returning to him. "It's possible that it fell out of the time stream and disintegrated into particles."

"Great, so I not only failed to apprehend Eon, but I failed to get the gem back too." Ben realized, frowning as he contemplated his choices. "If it wasn't for Eon then I'd be back in my time and I'd be celebrating with a smoothie and some Sumo Slammers Eight!"

"Sumo Slammers Eight?" Lightning Lad whispered to the Bouncing Boy, who developed goofy grin on his face.

"I know. He gonna flip if I show him Sumo Slammers Deluxe: the 1020th Year Anniversary Edition with the first game re-mastered." Bouncing Boy whispered back with a smirk, their muttering could be mistaken for giggling.

"YOU HAVE WHAT!?" Ben yelled in shock, overhearing the conversation. "YOU'VE GOTTA LET ME SEE IT!" He said almost pleadingly as he got in their face, his eyes gleaming with excitement much to the astonishment of others.

"Sorry, buddy, but that'll lead to some spoilers of the game." Bouncing Boy replied, like scolding a kid. "Besides, I don't think you'll handle well when you see the graphics of the future. It'll blow your mind."

"And, you should think about getting back to your own timeline, dude." Lightning Lad added, almost dead-panning.

* * *

Later, the teen heroes directed Ben toward another room where Brainiac 5 had prepared a mechanical unit for Ben to return back to his own time: the Time Sphere. Brainiac 5 had explained it could take the user to any desired time period, and that theoretically could help Ben find a way back home.

"So I step in that bubble and I get back home, right?" Ben confirms for yet another time, still unconvinced but he still stepped on the round platform.

"That's right, Mr. Tennyson. Time setting, the day you've disappeared: July 16th, 2015." Brainiac-5 replied as he adjusted the time sphere to suit the conditions.

"It's been nice knowing you." Dawnstar waved to the brunette.

"Yeah, you guys too." Ben grinned, as he waves back at them. But, as soon as the brunette was enveloped in the sphere, something seems to go wrong and the sphere glowed brightly before disappearing, leaving the traveller behind. "W-What!? Why am I still here?"

"Something's wrong with the Time Sphere." Saturn Girl realized, confused as she examined some tech adjustment. "It should have worked otherwise."

"A techno difficulty I assume." Brainiac-5 suggested. "Bouncing Boy, why don't you step in?"

"Alright Brainy, let's do it." Bouncing Boy replied, almost too enthusiastically as he stepped on the platform while the brunette stepped aside. "Send me to the Viacom Wars."

"Viacom Wars?"

Brainiac-5 activated the Time Sphere again while Lightning Lad crossed his arms over his chest. "The Viacom Company turned sentient and almost owns the world until the hero The Mysterious Enterman helped stop and destroyed Viacom and their ownership claims at the 22nd Century." He explained as Bouncing Boy disappeared in the Time Sphere.

"Seems working to me." Triplicate Girl commented the obvious.

After a few seconds of disappearance, Bouncing Boy reappeared again and stepped off the platform. "Man, if I'd stick to that time any longer, I was gonna be almost owned by the Nickelodeon army." He exclaimed as he bounced back to his spot.

"So if the Time Sphere's working perfectly, then why it didn't work on Ben?" Phantom Girl asked.

"Does that mean...I'm stuck in here?" Ben asked on the brink of panic.

"It's not that bad, Ben." Dawnstar tried to calm the Omnitrix bearer.

"According to the archives…" Brainy began. "…one of your alien transformations includes a Chronosapien you refer to as 'Clockwork'. Perhaps you could use him to return to your timeline."

Ben shook his head. "Doubt it; I only know how to do a few things as Clockwork, and actually moving through time isn't one of them."

"Bummer." Dawnstar muttered.

"Then while Brainy figures out a way for you to return home, we'll show you the history museum of heroes, then we can show you the archives as well." Saturn Girl grinned as she grasps the brunette's hand and pulled him to give him a tour around the Halls of the Legionnaires; the rest of the team following from behind, save for Lightning Lad and Brainiac-5

"What are you thinking about, Brainy?" the former asked.

"He's a promising hero, though there is something troubling for him." replied the latter

"Like what?"

"Well, we've faced Eon before, and if there's any implication...chances are that Ben might get stuck in our time...permanently." Brainiac stated the situation as he looked quite sadden for the brunette from his incapability to help him then.

* * *

Ben spent the next hour getting acquainted with the Legionnaires and he was quite surprised by their competence. The Galactic Enforcers had made Ben wary of anyone who wore capes and bright outfits. However, judging from what he'd seen, Ben had developed his own mental 'files' on each member for future reference since, he couldn't only trust on what he was being seen.

First, Garth Ranzz AKA Lightning Lad, inhabitant from the planet Winath as he called it. His seemed to be around Ben's own age and height, and has medium length ginger hair and electric blue eyes. He also has a lightning bolt shaped scar that runs across his right eye. Whenever, he charges up his electrical energy, the scar and his eyes glows and he'd acquired the scar during the Lightning Beast attack that first granted him the powers on some planet called Korbal, apparently, according to the details. Ben could almost immediately tell, the boy was brash and hot-headed with a somewhat competitive attitude, and his attire included a black and yellow uniform, and supposedly he's also the Legion's Field Leader and despite his hotheaded nature, he seems to have a good head on his shoulders. And last but the not the least, his powers seems to be mostly focused on Electrokinesis.

Second, Imra Ardeen AKA Saturn Girl, from Titan, the largest moon of planet Saturn. Name suits her well too. Ben was somewhat surprised that the moons of distant planets have also been colonized though. She was also close to Lightning Lad's height, just as both were of the same age, seventeen. Long blonde hair, pink eyes and a one piece suit of pink and white color with a Saturn logo crest on the chest were her distinctive features. Apparently, due to her Telepathy and Telekinesis power, she's the most empathic and understanding of the Legion, it seems. She behaves as the voice of reason for almost all situations he'd found and she seems to understand the actions and motives that people take, and can often get people to talk about things and feelings that they normally wouldn't open up to a stranger. It was clear that she was more than just a pretty face in the legion.

Third one, Charles Taine AKA Bouncing Boy, Chuck happens to be a hero from Earth, his home in New Metropolis. Brown eyes, spiky black hair; short rotund dressed in a blue and black jumpsuit with orange goggles and he'd heard that the boy is the best pilot the Legion has. His power in simple words is to change into a human bouncing ball which he'd gained when he accidentally drank a super plastic formula which he'd mistaken for soda pop. Ben had sweat dropped when he heard that bit and wondered there were weirder ways of gaining power than some creations or ancient artifacts but Chuck seemed to have strides his mistake and is an impressive member of the Legion and also the apparent comedian among the group. Needless to say, Ben instantly liked him. He's also the in-charge of reviewing candidates for potential membership too.

Fourth, Luornu Durgo AKA Triplicate Girl, from the planet Cargg. Ben had never heard of one such place. 16 years old and packs quite a punch with her Tri-Jitsu, a martial arts optimally for three synchronized bodies. Apparently, this power was not limited to her alone as everyone on her planet possesses it due to the exposure to unique radiation of the three Suns and Brainy had called it Bio-Fission or something. Her dressing sense reflects the triple in her name, three colors that included white, purple and orange while her three different bodies were themed on the colors, white, orange, and purple, in her eyes, hair and costumes. However, her merged form seems to have mainly white hair, but also streaks of orange and purple while her eyes retains only purple color.

Fifth, Tinya Wazzo AKA Phantom Girl from the planet Bgztl. From the details, she happens to be the daughter of a president named Winema Wazzo, a good lady who was kind of always worried about her well-being. Her attire included a white costume with a long white cape to enhance her name and reputation as Phantom and living up to it, her power was related to Intangibility and Phasing which was common among her people. She also has long black hair and grey eyes, sixteen years old and as far as Ben understood, she'd joined the Legion to prove herself to her mother long ago but now she's an invaluable member to the team; being the daughter of the president gave her modest diplomatic skills. However, her report seems to provide reference about needing work on physical skills.

Sixth, Querl Dox AKA Brainiac 5 from Planet Colu; 14 years old and his most unusual feature was the three electrodes on his forehead. Apart from that, he has purple eyes, blonde hair and green skin while his attire includes a purple jumpsuit. His power seemed to be related to altering his shape to create tools and weapons, like telescoping his limbs; a large combat mode and can create quantum force fields and much more. Though, Ben could only describe him with one word, curious as he was always curious of everything, the kid liked to learn. Well if anything his greatest weapon was his 12th level intellect. Even though he lacks experience, mainly socially and on the field against opponents of equal stature.

And then there was Dawnstar. Apparently her ancestors was of a Native American tribe originated from Earth until they've been abducted and sent into a planet called Starhaven where they've colonized since the 13th Century. Her people are of Anasazi Indian heritage and have had their white wings grown from genetic engineering from an unknown alien race that activated their metagenes. However, what caught Ben mostly about her was her modesty which she seems to lack, for her attire among the females Legionnaires showed-off the most skin.

* * *

"Welcome to the Hall of Heroes." Saturn Girl escorted Ben to the museum of Earth's heroes as it contains artifacts that belonged to the past. Hawkgirl's mace, Superman's uniform, Batman's utility belt, Doctor Fate's helmet, Zatanna's wand and many more that had belonged to these heroes of long ago and the one who had apparently influenced them to become heroes.

"Whoa, a superhero museum, that's nice" Ben wondered aloud as he went through the lists of names that wore the helmet of Dr. Fate. "Gwen? She became Dr. Fate?" He was surprised.

"Here, the archives will show you the history." Saturn Girl instructed him as she pressed a button that showed a holographic image of Gwen who dawns the Helmet of Nabu.

 _"In 2020, after defeating and destroying the magical demon known as Neron, Gwendolyn Tennyson had been chosen to carry on the legacy as the new Avatar of Nabu. She has become the newest Dr. Fate for 250 years until she pass down the helmet to her successor."_ The hologram speaker explained.

"Cool, what about everyone else while I was gone?" Ben's interest had peaked.

"History of Ben Tennyson's associates after his absence." Saturn Girl spoke as the voice in command scanned up and showed the history of Ben's friends and relatives.

 _"Kevin Ethan Levin became a member of the Justice League, as his experience in alien tech advanced the world in a span of 1k+ years. Rook Blonko became a fully pledged Magister, mentoring the future generation of Plumbers, while using the lessons he learned from Benjamin Kirby Tennyson to help struggling heroes in their correct path. And, Kai Green joined the Plumbers a year after Benjamin Kirby Tennyson's disappearance."_ The archives reported causing the Omnitrix Bearer to smile fondly at the hologram of an adult Rook and Kai among the group of Plumber cadets at the academy.

 _'At least you and the others got along, Kai.'_ Ben thought inwardly.

"Anyone else you want to learn about?" Saturn Girl questioned.

Ben nodded "What happened to my parents, and Grandpa Max?" he asked before the hologram shifted into that of his grandfather and father. He was surprised to see his dad wearing a Plumber's uniform.

 _"After Benjamin Kirby Tennyson's disappearance; Maxwell Tennyson retired from the Plumber's duties, and then three years later, words were received from his son, Carl Tennyson that Maxwell Tennyson was found dead. After the Forever Knights teamed up with the Rooters, Carl Tennyson joined the Plumbers to avenge his father's death and Rook Blonko rounded up the elite members for a final battle against the enemies. The results were many deaths from both sides, including of Carl Tennyson."_

 _'I'm sure you made Grandpa Max proud, dad.'_ Ben smiled fondly at the achievement of his father. "I think I'm done here, Saturn Girl."

"You going to be okay?" Phantom Girl asked him in concern.

"Hey, I'm centuries far from my friends and family. I think I'll visit their graves someday." Ben smiled shrugging his shoulder as if nothing happened but the façade didn't help to ease the loneliness from missing them too much.

"It could be worse." Bouncing Boy assured.

"Oh really? How is that?" Ben deadpanned.

"Well…you could have found that all of your friends and family met horrible ends." Dawnstar replied, before she bit her lower lips and mentally slapped herself for even suggesting something so stupid. "That would have sucked."

"Yeah I guess." Ben shrugged at the winged hero. "They all lived happy lives. What more could I have wanted for them."

"Nothing." Dawnstar smiled, relieved that she hadn't screwed up anything with her words.

"Where are their graves? Just for future reference, in case I ever decide to visit them." Ben questioned.

"On the moon, I guess." Triplicate Girl answered. "The Earth had been attacked and almost went through an apocalypse, so we sent the old heroes up at the moon colony."

Ben nodded, frowning slightly at the thought of how much the world had changed since his disappearance. Time sure flies fast, huh? Brainiac-5, who had been surprisingly silent the time, finally spoke up. "Ben, could you give us a moment, please?"

"Sure." Ben walked away from the group until he was out of hearing range; slightly relieved that they have provided him some lone time, even if it's just for a few minutes.

Triplicate Girl looked at Brainic-5. "What are you thinking Brainy?"

"I'm thinking that Ben could be of help to us."

"You're not serious, are you?" Lightning Lad couldn't help but ask.

"You read it in the archives." Bouncing Boy chimed in. "With all his powers we could turn the odds into our favor."

"I don't know guys." Saturn Girl sounded worried.

"Saturn Girl, he could make a great addition to the team." Dawnstar added in. "At least a temporary one, but still a good one."

"The Fatal Five have us at a disadvantage here already." Brainiac-5 stated as a matter of factly. "And, with so few of us available, we need all the help we can get, especially to counter the odds stacked against us."

"I agree with this." Phantom Girl admitted. "Ben's powers could actually help us and we don't want the bad guys getting his hands on him, do we? I don't want to even imagine, what he could accomplish with those power at his disposal anyway. He's like a one man army."

"So, it's settled then." Brainy confirmed earning simultaneous nods as they all approached the brunette to inform him of the new development. "Ben we've come to a decision, and until we find a way to send you back home, we would like you to join us and our cause."

"Really? Wait, what cause?" Ben arched an eyebrow, sounding a skeptical all of a sudden.

"I think it's time we told you a story." Phantom Girl said.

Brainiac-5 nodded. "A group of villains, known as the Fatal Five recently broke out of prison and are heading here. The last time we fought, it took every member of the Legion to stop them; this time, however, the only Legionnaires available are right here."

"What do these Fatal Five guys want?"

"They used to bully the leaders of the various planets to do whatever they wanted." Triplicate Girl explained. "And now that they're out of prison, they'll probably try to do it again, we believe. Their leader is the Emerald Empress; she has a floating eyeball that follows her around, called the Emerald Eye of Ekron, which she uses for projectile attacks and control the minds of others."

"There's also Tharok, a cyborg that had the entire left half of his body replaced with machines, granting him an impressive arsenal, as well as enhanced strength. The fact that he's one of the smartest beings in the galaxy doesn't help." Lightning Lad grumbled while Brainiac 5 nodded his head.

"Validus is the Five's heavy hitting giant. What he lacks in intelligence, he makes up for it with his unmatched strength." Phantom Girl explained.

"Then there's Persuader, the axe-wielder who can cut through almost anything. On top of that, his body had been genetically altered to be physically superior to most beings of comparable size and weight." Dawnstar exclaimed. "Finally, there's Mano, a being who can disintegrate any material with a mere touch."

The more Ben listened the more he realized how the Fatal Five were a lot like some of his enemies, Vilgax, Dr. Animo, Malware, all of them. And in all honesty, he could see why the Legion needed his help; when compared to the Fatal Five, their powers seemed fairly weak, the exception being Brainiac-5 and maybe Lightning Lad. He was more impressed with their enemies list though. If he turns his back on them, he would be no better than the bad guys either, at least that's what he believes. Even though he wasn't from this timeline, while he was here for the time being, he would try and help it as much as he could. After all, places and times don't matter for him. He's a hero.

"So, that's our story." Brainy said coming to an end. "What do you think?"

"I think you guys need all the help you can get, I'm in." Ben smirked.

The group looked surprise at the easy conclusion and accede from brunette. "Are you sure about that, this even isn't your time period, you know." Dawnstar bit her lower lips to confirm the brunette was certain.

"Yeah, but the people here need all help they could get and I can't stand by doing nothing about it. It would go against everything my grandpa and parents taught me, so I'm in."

They all smiled at that as Brainy walked over to the brunette and shake his hand. "Glad to have you on our side Ben Tennyson."

Ben nodded with a goofy grin. "Okay, so what's the plan?"

"Brainy has a plan to recruit another hero from the 21st century to help us in our cause." Saturn Girl explained as the group exited the museum.

"And with his abilities and your Omnitrix, Ben…" Brainy continued. "…we just might be able to even the playing field. We'll use the time sphere and-" Brainiac 5 was interrupted by a flash of green light that exploded in front of them. Noting the source to be an actual floating eye, an approximately 2' diameter sphere; they barely got any time to register anything else before another ray of green energy fired forth from its pupil at them.

 **End of Chapter.**

 **Thank you Zero10 for the editing, and thank you JP-Ryder for the inspiration.  
**

 **I hope you all enjoyed the first chapter of the rewrite and there's more to come soon.** **Please leave an honest review and any advice you wish to give me feel free to PM me.**

 **TK10 signing off, peace!**


	2. Man of Tomorrow

**Disclaimer: I don't own Ben 10 or Legion Of Superheroes.  
**

 **Story was inspired by JP-Ryder.**

 **Chapter 2: Man Of Tomorrow**

The floating eye would've taken the teens by surprise and obliterated them if not for Lightning Lad's quick thinking and amazing reflex by deploying an electric force-field to shield them against the concentrated energy beam.

A woman stepped forward from behind the eye, a young one around eighteen to twenty years old, with a very voluptuous figure paired with large breasts and curvy hips, long green hair which reached down to her waist, pale green eyes and black lipstick. Apparently modesty wasn't her cup of tea which would explain her green, skintight leotard that had left her legs, shoulders and some of her cleavage exposed, green thigh high boots and a black cape to go with. She also had a black neck-guard and tiara, both with an emerald jewel tipped in the center finishing her attire. Apparently she was the one controlling the giant floating eyeball, the source of the energy beam intercepted by Lightning Lad.

Accompanying her were four other individuals, each's appearance had Ben alarmed and ready for anything coming their way. After all, a violent greeting isn't the good sign of friendliness.

His eyes darted toward the first one, an imposing eight foot tall figure of a man with a skull shaped mask covering his face that had Ben wondering whether the man had a thick skull as well; black pants and red shoulder guards adding to his attire that left his muscle bound, scarred chest bare. The man was carrying a sharp axe as tall as him, and Ben knew it definitely wasn't for show.

Second figure…well Ben wasn't exactly sure what he was looking at except that his appearance quite reminds him of Brainiac 5, only a little more intimidating. It looked like an android; the entire left half of his body was constructed by gleaming metal while the left half of his face looked like a metallic-human skull, and a sinister purple light glowed from the eye socket, and the flexing of his left metallic arm with claw attached on him only made his appearance more unsettling.

Third one was yet another man clad in a yellow-and-red color jumpsuit, along with a purple helmet that obscured his face but Ben could still roughly make out a black silhouette of a skull and safe to say, Ben decided he didn't want to know what was behind the helmet. After all, nightmares aren't a good way to spend the night.

And lastly but couldn't be said an easy one was a giant standing at roughly twenty feet tall that could even give a challenge to Humungousaur; his suit was purple and white and had three fingers on both hands and two toes on both feet; his face a pale greenish-yellow color and if that wasn't enough to finish his ugliness than the top of his head contributed by exposing his brain, covered by a glass dome.

The Emerald Empress stepped forward, a cocky arrogant smirk adorning her face; the giant eyeball following her. "This is it?" She taunted haughtily. "This is all the mighty Legion has to offer? I'm a little insulted."

"Don't be too insulted." Lightning Lad retorted, balling his fist. "We beat you guys before, and we'll do it again."

The Empress' smile faded and replaced by a scowl, obviously not happy from remembering her previous defeat, then turned to her team. "Take them down, boys!" Persuader, Tharok, Mano and Validus compiled and charged at the heroes.

Lightning Lad let loose a blast of electricity aimed at Persuader; the latter allowed his weapon of choice to absorb the bolt as he closed in, only for Phantom Girl and Bouncing Boy to intercept the head on charge of Persuader and sticking with hit and run tactic to avoid the axe-wielder from dealing any damage to them; Persuader madly swinging his axe in futile attempt to strike down anyone in reach.

Ben instantly activated the Omnitrix and scrolling through the DNA library, he slammed the core down prompting green light to erupt from him. The sudden flash caught everyone off guard before the light faded to reveal what seemed like someone obscured behind a dark blue cloak, emitting the sense of fear and intimidation, the appearance quite reminiscent to that of a phantom. All that was visible was his blue face with large green eyes and a mouth that looked more like clenched teeth. Blue claws and feet were also visible as he exhaled mist that further added to his intimidating appearance.

Suddenly, the alien flapped opened his cloak, revealing his wide wings and antennae, the former were considerably large and giving him the appearance of a humanoid-moth. His skinny body was black with blue and white spots on his arms and legs that resembled ice chunks, a light blue torso and large green eyes, as well as a three-grilled-tooth mouth in the shape of a frown. He had three fingers and a thumb on each hand, and two toes on each foot, and a third toe-like extension from his ankles.

 **"BIG CHILL!"** He uttered eerily, more mist exhaling from his mouth.

The Fatal Five were completely taken aback but the sudden transformation; one second a human teen stood before them, and was now replaced by an alien that has long since gone extinct? How was this possible?

Triplicate Girl used their distraction and split her form into three selves before ambushing Mano from three angles, disorienting him while making sure to keep distance from his right hand. Sensing movement, Mano spun around and charged with his right arm at the closing Necrofriggian, only for latter to simply become intangible and phased through him, Mano's right arm instantly encased into a thick chunk of ice.

Not holding back, Big Chill quickly spun around and hastily went through the Angtuan's abdomen, causing the latter to flinch and froze in thick layering of ice that rendered him immobile.

Big Chill landed in front of the Mano's frozen form and folded his wings into a cloak again and stared into the latter's eyes, inspecting the condition. Within the ice, Mano's right hand glowed bright yellow and the ice cracked, and began wide spreading across the icy prison until finally Mano busted out of the ice chunk. Big Chill immediately shifted to intangible mode to avoid the ice shards and flew backward to create some distance.

"Okay, let's try this again," Big Chill mumbled as Mano rushed forward.

Big Chill took a deep breath and exhaled a wind of cold vapor trying once again to render Mano immobile but without much success. Noting his ice breath did nothing other than slow his assailant down; he turned intangible and flew out of the reach of Mano before the latter could touch him.

"Ben!" TG-White called out. "Do you think you could help out Brainy?"

"Are you sure?" Big Chill asked, not sure if it was okay to leave her against someone who can disintegrate anything just by touching them.

"We're fine." TG-Purple assured.

"Just go!" TG-Orange insisted.

Brainiac 5 was only barely holding his deployed shield steady, as Tharok's arm-cannon was threatening to shatter it and render him vulnerable.

"Now we'll see who the best tech-user is!" The cyborg snarled.

"I don't know who the best is…" Brainiac 5 muttered through gritted teeth. "…but I know who the one still standing is."

Just as Tharok prepared to launch another energy blast from his arm cannon, Big Chill quickly flew in-between him and Brainy before slapping the Omnitrix disk and another emerald flash blinded everything. The light faded to reveal a six foot tall being, his body composed on purple stone with pink, crystal-like tubes that ran throughout his form. His jaw was jutted outwards into a hard, crystal structure and he had a single green eye like a cyclops. A green and white jumpsuit materialized on his persona as gauntlets was visible on his wrists and thighs and the Omnitrix stood proudly on his right pectoral, completing the transformation.

 **"CHROMASTONE!"** the new alien exclaimed, though his mouth didn't move when he spoke.

Chromastone took the blunt force of Tharok's cannon without even flinching. But instead of causing him damage as expected by the cyborg, his energy attack was absorbed into the body of Chromastone.

"That's not gonna work on me, pal." Chromastone told him. "I'm an energy conductor!"

He extended his arm and without missing a beat, Chromastone conjured the energy, and discharged as a multi-colored beam of energy at Tharok, sending the latter him flying backward.

Brainiac 5 collapsed down on his knees and looked up to see the Crystalsapien's hand held out to him.

"Need some help?"

Brainiac 5 accepted Chromastone's hand and gave him a smile. "Thank you; now, if you'll excuse me, I have some payback to deliver."

His body doubled in mass, thick armor plating covered him as he leaped upon Tharok; the latter was rising to his feet only for being greeted with energy explosion that created a thirty-foot crater in the ground.

Chromastone was about to go help when the sound of fist meeting flesh met his ears. (Assuming he has ears). Lightning Lad zoomed past Chromastone before colliding with a wall, groaning in pain. He turned to see Persuader trudging over to him, his axe-blade glowing an ominous red color.

Chromastone made the first move, throwing out his right hand and firing an energy beam, which was blocked by the Persuader's axe. He allowed the blade to absorb the majority of the beam lessening the pain. When the attack ceased, Persuader swung his axe downward sending a powerful shockwave which Chromastone narrowly dodged.

Persuader placed his trusty axe on his back before cracking his knuckles menacingly. Chromastone got the message.

"Ok tough guy," Chromastone said, punching his amethyst fist into an open palm. "You wanna fight? Then let's go!"

The two combatants charged at each other. Persuader threw a punch but Chromastone dodged to the side before crouching low and performs a leg sweep and Persuader's feet, knocking him on his back.

But he recovered fast enough to backhand the Crystalsapien with enough force to send him flying backwards. Chromastone's flying ability kicked in and he regained balance in the air. He angrily shot towards Persuader and aimed a punched at his face, only for it to be caught by the villain. Persuader drew in the crystal alien in for a punch to the face, strong enough to not only send Chromastone flying again, but formed a small crack on his face.

Ben could see that the heroes might be easily overwhelmed; these Fatal Five guys proved to be much stronger than he originally thought, and the Emerald Empress hadn't even joined the fight yet. Neither had Saturn Girl, but she seems to be hanging back and using her telepathy to give her teammates an edge.

He needed a way to buy them some more time so they can proceed with Brainiac 5's plans. Wait…time?

Getting an idea, Chromastone quickly touched the Omnitrix disk again, and everyone's eyes were once again drawn toward the bright green flash. The light faded and Chromastone was replaced by…

 **"CLOCKWORK!"** The golden robot shouted in a German accent.

Emerald Empress was quite stunned by the transformation. "A Chronosapien?"

The response was the turning of the gears within Clockwork's chest at a rapid pace before he unleashed a large green beam of energy that washed over the Fatal Five; Emerald Empress attempted to avoid it but was caught in the beam. When Clockwork ceased his attack, the Fatal Five were completely frozen as if they were turned into statues.

"What did you do to them?" Phantom Girl inquired, quite amazed that their assailants suddenly stopped moving.

"I sent them back in time." Clockwork answered. "Just before they escaped prison, and left them there." He inputted as he approached the others. "But it's only temporary."

"Then we must proceed with my plans before the effects were off." Brainiac 5 insisted.

* * *

Later, Brainiac 5 used the time bubble to travel back to the 21st century to find the person who he believed would help them in their current struggles against the Fatal Five; Saturn Girl, Bouncing Boy, Dawnstar and Ben volunteered to tag along.

 **(21st Century; August 14th 1994)  
**

On a small road, few miles away from the carnival land, a spherical orb illuminated the place before reshaping into the time bubble. A door opened causing fumes to waft off before Brainiac 5, Saturn Girl, Ben, Dawnstar and Bouncing Boy stepped off the pod.

The place was nothing like New Metropolis but the view was still admirable. That earned a whistle from Ben and cheering from Dawnstar. Bouncing Boy looked around and noticed a sign. "Smallville?" He arched an eyebrow in skeptical manner and turned to look at the brains of the team. "Brainy, did you plug in the right coordinates?"

"I have a twelfth level intelligence, Bouncing Boy. I don't make mistakes."

"But I thought Superman lived in Metropolis." Bouncing Boy muttered, scratching his head in confusion and bewilderment. "Right?"

Ben looked around as he tried to come up with possible explanation. "My guess is that this was before he changed homes."

Dawnstar nonchalantly rubbed the back of her head, and couldn't hold her excitement in. "Eh guys, while you figure that out, I'm off to that carnival." The winged girl said before taking off in the direction of the carnival down below.

"Does she ever stay put?" Saturn Girl sighed.

"Not that I know of, and Bouncing Boy, we're here for a reason. Trust me." The Coluan assured confidently and took off in search of the person they were supposed to seek. Ben, Saturn Girl and Bouncing Boy swapped looks, before the brunette transforms into Jetray and the remaining group tailed Brainiac 5.

"Step right up! Come on, win a prize!" A man's voice was being heard that attracted Dawnstar's attention. He stood at a game booth with a prizes to offer and the metahuman decided to give it a all, a jock can easily win a prize to a girl, in most cases at least.

She noticed the man calling a black haired boy over to him. "How about you son?" The boy was quite nervous, clad in a white long-sleeved shirt, a red sleeveless vest over it, paired up with blue pants and…glasses?

"Clark Kent? He couldn't hit the broad side of a barn." The jock laughed mockingly before the now named boy paid for a try; Dawnstar watching the now intriguing sight carefully. She noted the boy's hesitance before finally going for the throw but, missing the stalked cans. And from Dawnstar's perspective, the missed shot seemed…intentional.

The jocks laughed. "Nice try, Kent. Better stick to pitching hay."

Dawnstar's eyes narrowed. "Hey, wait a minute! I'll show you what pitching all about!" The winged-girl challenged the departing jocks prompting their attention to shift upon her.

Luckily she'd found some money from that time period and what's better way to spend them. Might teach them a lesson while she's here? "Here, I'll try it."

She was handed a ball. A smirk grew on her lips as she cocked back her arm and took the shot, the ball had enough speed to knock over each cans while piercing the back of the stand.

"...oops, my bad." She apologized, laughing sheepishly.

The man and the jocks stood dumbstruck, their lower jaws hanging from their skulls, before the owner finally shook away the surprise and smiled.

"That's quite an arm you got there, little lady. Here's your prize." He offered her a stuffed blue panda; Dawnstar grin smugly at the speechless jocks.

Clark's eyes narrowed at the girl. For his eyes, that speed was nothing to keep track of but from the ordinary human's perspective, such feat should be impossible. That's when a sound caught his attention and his eyes darted toward the Ferris wheel.

"Something's not right."

Dawnstar also tilted her head and looked at the Ferris wheel and noted a bolt snap off. "The Wheel!" She gasped and before she could jump in aid, the spectacled boy sped past her towards the Ferris wheel much to her sheer amazement and surprise.

"That…was...SUPERMAN!"

...

Meanwhile, the other four teens were ambling through the crowd, seeking for both their rather excited teammate and Superman.

"Can you believe it?" Bouncing Boy asked, holding a toffee apple stick, cotton candy stick, and corndog in one hand. "Food on a stick!" He muttered taking a bite of toffee apple. "Mmmm, primitive but…really delicious!"

Saturn Girl sighed and puts a hand on her temple to sense the thoughts of the people around them. "No one seems to be alarmed by our presence."

"They probably think we're performers." Ben mused aloud, his palms stuffed into his pocket and a bored expression on his face. Abruptly, his sight diverted toward Dawnstar approaching them, panting heavily.

"Hey, Dawn. Where've you been?"

"Over…by…the…Ferris…wheel, it…broke…Superman."

Brainiac 5's eyes switched to telescopic mode and focused on said area where he caught sight of a struggling Clark with his back pressed up against the side of the broken wheel.

The Coluan smiled at who he saw. "You're right! That's him!"

"Are you sure? 'Coz I don't see a cape." Bouncing Boy pointed out as he and Dawnstar approached Clark, with the former asking.

"Need a hand?" he asked.

"You sure look like you do." Dawnstar grinned.

"A hand...? Ererm, no. Everything's fine here." Clark politely declined, but his posture clearly showed that he was struggling with keeping the giant wheel balanced. The odds weren't stacked in his favor.

"We can see that." An unconvinced Dawnstar muttered drily. Her words seemed to have caught Clark off guard that caused the side of Ferris wheel's to collapse but Clark quickly sped over and caught it almost with relative ease.

"COOL!" Dawnstar exclaimed in amazement. This guy was just as fast as she was; probably faster.

"I'd say we just found our guy." Ben whistled at the feat, activating his Omnitrix.

"I'm Saturn Girl, these are Brainiac 5 and Ben." Saturn Girl greeted the boy. "We can help, you know." The Titanian offered.

Clark tried to deny again. "Seriously, I don't need any-" He didn't even finish his sentence and a bright emerald flash blinded him.

 **"FOUR ARMS!"** A deep gravelly voice shouted.

"…help?" Clark finished as he stared at the shocking sight in utter shock despite trying to not looking so shocked. He was dumbfounded at what was standing before him; a humanoid red-skinned alien that was approximately 10 feet tall, had well developed muscles, two pairs of four-fingered arms. A black stripe went from his chin to his lower lip, and had two pairs of eyes: a main pair, and a smaller pair right below them. There were three short spikes protruding on the top of his head and had a pair of more stripes on his face that bore a mustache-like design. Donned in a black tank top like shirt with one large green stripe in the middle, and black pants to go with, held up by a belt where the Omnitrix symbol stood proudly; he was cracking his fingerless, gloved knuckles with green cuffs at the wrist of his gloves.

Four Arms walked beneath the Ferris wheel, and lifted it up with his upper arms to support its weight, while Clark steadily backed away.

"Don't worry, you'll get used to it." Saturn Girl assured the boy.

Clearly not convinced, Clark finally manages to get some words out and those were obvious, kind of reminded Ben of his time. "Who are you people?"

"I'm Bouncing Boy; it's a real honor to meet you." The said teen stared at Clark with admiration.

"They call me Dawnstar. What's up?"

"And I'm Ben Tennyson. But in this form, I go by Four Arms. How you doing?" The Tetramand greeted, extending his lower right hand for hand shake, further disturbing the boy.

"Er…I'm Clark…" The boy awkwardly shook the hand, and noted the nearby crowd gawking at them. "Uh-oh."

The others noticed the situation and Saturn Girl stepped up to take the responsibility. "I'll handle this." Saturn Girl assured the boy and approached the crowd before placing her hands on her temples, prompting pink telepathic waves to transmit toward the spectators.

 _'You will forget what you've seen here.'_

Satisfied with her work, she returned back to others.

"How did you do that?" Clark couldn't help but wonder.

"I'll explain later." Saturn Girl pointed toward the passengers riding the Ferris wheels and the ride began snapping at the top. "Right now, those people need our help."

"Come on." Dawnstar smirked, floating to top with Clark leaping to it, displaying his physical endurance to reach the top of wheel and attaching the bars back into its place while Dawnstar welds it closed.

"Super strength, just like in the history files." Brainiac 5 noted.

"Oh and I get no credit?" The meta-human feigned hurt, but Brainiac 5 ignored her ranting.

"Oh...yeah, I was just...?" Clark suddenly sweat dropped upon finally perceiving the fact that the two of them were floating 20 feet high in front of him. "You're...floating?!"

"Flight Ring, one of my inventions." Brainiac 5 pointed to the said device, his voice filled with pride.

"Yeah...he rocks. He knows it, I know it; everyone knows it." Dawnstar laughed.

"If you three are done impressing each other, I think we're done here." Four Arms exclaimed from below.

...

Once the small group found their way out of the fair where no one was around, Clark spoke his mind. "I don't know who you are…or what you are, but thanks for out there." He'd a genuine smile on his face as he let out his gratitude. "Whatever you do...please don't tell anyone about this?"

"Our lips and whatever Brainy has are sealed."

Brainiac 5 sent an annoyed look to the Dawnstar before looking at Clark and sighed. "It's okay, we know all about you."

"You know how freakishly stalker-ish that just sounded?" Dawnstar inputted, earning another scowl from the Coluan.

"Dawnstar, that's not helping." Ben chastised the girl, shaking his head.

"Anyway, we know you're Super-"

Brainiac 5 quickly intervene the Bouncing Boy. "Super with all you're powers."

Ben stifled a chuckle as he stood there, watching the scene unfold.

"I'm…gonna go now." Clark muttered a little put off. He was about to walk away when Saturn Girl approached him and puts a hand on his shoulder.

"This is probably going to sound crazy, but we need you to come to the future with us."

"The future? You're right, that does sound crazy." Clark smiled, obviously unconvinced.

"You're the only one who can help us." Brainy inputted sounding as desperate, hoping to convince the spectacled boy.

Clark turned away. "I…you have the wrong guy." However, before he could leave, a beeping sound caught everyone's attention that drawn everyone to Ben; the latter had his left arm up exposing the Omnitrix; the etch beeping like crazy before the dial lit up with yellow glow instead of its usual green glow.

 _ **"Unknown DNA detected. Commencing scan."**_ The mechanical synchronization version of Ben's voice spoke, earning surprised looks from everyone and the dial popped up before emitting yellow beam of light that scanned Clark from head to toe and eventually fading away; the dial reverting back to normal status. _**"Unknown DNA sample acquired. Scan complete."**_

Everyone, sans Ben, blinked in surprise; the latter gave Clark a knowing look. "You're not really human, are you?"

Clark's eyes widened in shock, hesitant and nervousness filled him with uncertainty before he quickly turned around. "I gotta go!" He muttered and disappearing in a blur, kicking up dust in his wake.

"Clark, wait!"

Ben stopped the Brainac-5. "Hold on, Brainiac 5. I have a feeling, he knows we're right. We better give him some time."

...

Meanwhile, Clark had run back to his house, away from the rather weird day and walked in the door when he heard his adoptive mother's voice. "Clark, your friends from the fair are here!" His mum yelled from somewhere within the apartment, causing him to stop in his tracks. He looked in the kitchen to see the five strange teens from before were seated at the kitchen table. "Oh no." He did what could do, he face-palmed.

"Hey Clark! Pie?" Bouncing Boy chuckled, offering him a slice of some pie he was eating.

"How did you get- never mind." Clark shook his head, knowing that wasn't important. "Okay, even if you are from the future, and I'm not saying that you are…why me?"

"We belong to the Legion of Superheroes and we want you to join us."

"A little forward, don't you think dude?" Ben chastised Brainy, rolling his eyes in exasperation at his bluntness.

"Yeah right, Clark Kent...a superhero? Right." Clark mused sarcastically, leaning against the counter.

"Why not, super strength, super hearing, heat vision, and you can fly." Bouncing Boy counted the specialty on his finger.

"First, how did you know about that stuff…and second, I can't fly."

"We know this is a lot to take in, but you've got to believe us." Saturn Girl urged.

"I can't help you, I'm sorry." Clark informed, "You guys better go before you get in trouble." he told them

"Don't you want to know more about your powers?" Saturn Girl asked. "Come with us and you won't have to hide them anymore." She insisted.

"Even if I wanted to, I can't just leave." Clark pointed out "What about my job?" he asked.

"They won't even notice you're gone." Brainiac 5 pointed out.

"What do you mean?" Clark asked in confusion.

"Time travel talk; confuses me too." Ben shrugged.

"Come help us and we'll bring you back to the exact moment you left." The Coluan explained.

"You can do that?" he asked before Bouncing Boy lifts a boiling pot and inhales the delectable aroma.

"Just in time from chicken and dumplings." He smiled.

"Clark, do your friends want to stay for supper?" his Mum asked from upstairs.

"Haven't you ever wondered what the future holds for you? Now's your chance to find out." Saturn Girl told Clark. He thought for a moment and Saturn Girl smiled hearing his thoughts before he smiled.

"I'm goin' to the future ma! Be back in a few minutes!" he yelled and Dawnstar clapped.

"Take a sweater!" Her voice echoed earning few chuckles from others as Brainiac 5 typed the coordinates on his arm causing the Time pod to reappear in the middle of the kitchen.

Brainiac 5, Dawnstar, Bouncing Boy and Ben walked in first while Saturn Girl held out her hand; Clark hesitantly accepted it and they were ready to go. The door closed behind them and the pod disappeared in a burst of golden light.

Martha Kent walks into the kitchen holding a bucket of laundry. "Future?"

* * *

Back in the 31st century, the Legion Headquarters was being decorated by Phantom Girl and Triplicate Girl for Clark's arrival. Splitting into three, Triplicate girl hung up a banner.

"Voila!" The three smiled as the banner briefly glowed and displayed the words 'WELCOME SUPERMAN'.

"Good job, Triplicate Girl." Phantom girl congratulated with a smile.

"If you ask me, digging up some old hero from the past makes us look desperate." Lightning Lad grumbled, his arms folded upon his chest and a frown donning his face.

"Maybe that's because we are desperate." The Bgztlian rolled her eyes "Lightning Lad, this is the Fatal Five we're talking about. We've had trouble with them, even the Science Police are afraid of them. We need all the help we can get."

"You tell him, Phantom Girl." The three triplicates hummed in unison; hands over each other's shoulders. Just then, a bright light shone behind Lightning Lad.

"It's him!" Phantom Girl exclaimed flying through Lightning Lad while the three triplicates just pushed past him. He made a face but nevertheless followed the lead.

The light shone brighter and the time travel pod appeared in the centre before its door opened. Saturn Girl, Ben and Brainiac 5 were the first to get off, followed by Bouncing Boy, and then Dawnstar jumped out before turning around.

"Welcome to our humble home, dude." Dawnstar exclaimed excitedly and helped Clark out. As soon as the noted him, the Carggite triplicates and the Bgztlian's excitement was replaced with discontent. The banner falls off and the triplicates merged into one; both her and Phantom Girl seems depressed.

"Is that...Superman?" Phantom Girl questioned; disappointment clearly evident in her voice.

Brainiac 5 was about to answer, but Lightning Lad beat him to it. "Haha, Superman? More like super geek." He laughed, putting his arm around the Coluan. "Brainy you've out-done yourself this time. You really think this guy is going to help?" He asked mockingly only for Dawnstar to punch him in the arm. "Ow!"

"Shut it, sparks for brains." Dawnstar chastised the Winathian. "You're not helping."

"I know what I'm doing." Brainy stated as a matter of factly, removing the arm. "Just give him a chance."

"Hi, I'm Clark." Clark smiled nervously holding out his hand "Cool place." He complimented, shaking the Winathian's hand.

"Oh, Thanks." Lightning Lad replied before facing Brainy. "Alright, let's see if he can keep up."

...

"Okie dokie, Clark. You stand over there under them huge weight lookin' things and we'll start this off." Dawnstar explained as he and did as instructed. As the meta-human walked over and joined the others, the weights came crashing down forcing Clark to hold them up.

"They use these things to compress Tyrillium; hardest substance in the galaxy." Lighting Lad explained from behind the control panel. "Let me know if it gets too heavy." The Winathian sneered and pushed it up.

The weight doubled and then tripled but Clark held his own with relative ease. "Don't hold your breath."

Lightning Lad's smirk never wavered for once. "We're just getting started." He muttered, further increasing the weight. This made Clark find it harder to keep it up then finally he pushed it to the max. Clark found himself straining under the ridiculous weight that was trying to crush him but he tried to keep his footing. "Oh, he's losing it!" He noted the floor under Clark's feet cracking.

"Come on Clarky, don't give up!" Bouncing Boy yelled.

"Yeah, dude! Give it your all!" Dawnstar cheered but Clark couldn't take it anymore; he ran out from beneath from the excessive weights before they crushed him down.

Lightning Lad undid the weight lever before jumping over and landing in front of Clark; the latter on his hands and knees.

" _This_ is your Superman?" He asked mockingly, gesturing to Clark's pathetic state.

Clark pushed himself back on his feet, feeling some of his energy returning back to him. "I have no idea who this 'Superman' you all keep talking about is, but it's not me, okay? And, you don't want my help, fine!" He growled before rushing off in a blur.

Once he was gone, Lighting Lad noted the indignant looks fixed upon him. "So he's no Superman. Big deal." He said nonchalantly, only to get punched hard in the arm again by Dawnstar.

"You're a jerk, do you know that?" The meta-human scolded the Winathian before she flew out after Clark; the latter was rubbing his very sore arm.

"In your effort to test him Lightning Lad, did you bother to check the scale?" Brainiac 5 asked; Bouncing Boy walked over to check to panel.

"Is that how much he lifted?" The latter asked in shock.

"How much?" Lightning Lad arched an eyebrow.

"3000 tons…approximately." Brainiac 5 responded, stretching his neck over to Bouncing Boy.

Lightning Lad was speechless, completely shocked at the amount of weight Clark had held up, while Saturn Girl turned toward the exit.

"I'll go find him." She volunteered. "I'm sure Dawnstar already has."

* * *

Meanwhile, Clark had sped around New Metropolis and stopped in his tracks when he noticed most of the civilians weren't human. "Okay. I'm definitely not in Smallville anymore." He grumbled walking around when he found himself in front of a large museum. Standing near the entrance was a giant golden-statue of a man, who appeared to be wearing a cape, had an 'S' logo on his chest and was posing in a heroically proud fashion.

Clark went inside and a female voice alerted him. "Things sure have changed, huh?" The voice questioned and prompted him to turn round to find Dawnstar. She stood up from a bench like she'd been there for a while. "I had a hunch you'd end up here, so I flew ahead and waited."

"You're right...they have changed, a lot." Clark admitted.

"Lightning Lad is a bit of an ego maniac. I take the mick out of him all the time for it, and you just have to learn to handle it." Dawnstar chuckled sitting next to Clark.

"I noticed that one."

Dawnstar's sighed and her expression became stoic. "We did bring you here for a reason though."

"Like…?"

"A team of villains called the Fatal Five; they were put away by the Legion a while back before I joined them."

"So they're really bad guys then?" A nod from Dawnstar confirmed Clark's suspicions and a sigh escaped his lips.

"It's a lot to handle, we know." Saturn Girl's voice rang from behind them.

"And, how did you find me too?" Clark asked exasperatedly.

"I read your mind and followed you here." The Titanian shrugged. "Comes in handy."

Clark shook his head. "So what Bouncing Boy said was true then? I really can fly?" He recalled how BB had mentioned the ability he was certain he didn't have. Things truly aren't like he was used to.

"Cool isn't it? I'm sorry though that we had to bring you here. It's not your fight." Saturn Girl muttered taking a seat beside them. "We'll take you back if you want. We'll have to erase your memory and you'll forget all about this. Things would be as they were." She offered, causing Dawnstar to frown. They just brought Clark here from the past and they were already considering taking him back?

Clark nodded, a little grateful. "So these Fatal Five guys are pretty bad, huh?"

"The worst actually." The Titanian grunted. "The giant Validus, probably as strong as you if not stronger and he isn't the only one who can put a fight."

"Though, he's not the sharpest knife in the drawer either." Dawnstar commented.

"Mano, he can destroy with a touch."

"But he sucks at telling jokes."

"Tharok is as smart as Brainiac 5, and armed to the teeth, like an upgraded and more intimidating version of him."

"...Okay, you are wrong there girl, his teeth and feet ain't armed and he ain't as smart as the green dude."

"Whatever." Saturn Girl shrugged. "Then, there's Persuader and…weapon, his atomic axe that can cut through anything, probably your flesh too."

"He's ticklish."

"And the Emerald Empress their leader, her Emerald eye of Ekron is the source of her power and the tool for her cruelty."

"She's isn't as hot as most guys think she is." Dawnstar muttered with an eye roll.

Clark couldn't help but feel kind of weird sitting there at that moment. Where one filled him about the opponents they were about to face, the other was just cracking jokes about them.

"You don't know this, but Ben's from the 21st century like you."

Clark was surprised by that piece of info. "I never would've guessed."

"It took the entire legion to put them in jail. They've escaped and now they're coming back...for us." Saturn Girl muttered dejectedly.

"We're so screwed this time." Dawnstar sighed.

"What about the police or the army? Can't they help?"

Dawnstar gave a funny look to Clark before snorting. "Those wimps!? Gimme a break, they couldn't harm anyone even if they tried. They are better off outta this. We already had enough trouble than having to save them to."

"To put it in my terms, the police are nothing against criminals like these. We're on our own, and they know it." Saturn Girl grunted and that's when both Dawnstar and Saturn Girl's rings beeped. A holographic image of Lightning Lad appeared and his expression doesn't seem too assuring.

"Saturn Girl, Dawnstar, get back to the base now! They're coming."

"Well then, it's time to kick some backside." Dawnstar smirked as wings sprout from her back and she took off.

"You should stay here." Saturn Girl instructed the boy; the latter ignored the warning and stood up from the bench. "Ma and Pa always say never turn your back on a friend in need. You brought me here for a reason, I'm coming with you."

* * *

Back at HQ, Dawnstar was the first to arrive back and hastily entered the room only to crash into Ben and send them both toppling over and crashing on the floor.

"You should seriously work on your landings." The brunette groaned from his awkward position while Dawnstar laughed nervously, a blush creeping on his cheek, noting how close she was, directly on top of him in a rather awkward position.

"I've sent a code red to every Legionnaire." Phantom Girl announced.

"And?"

TG-White looked at the Winathian. "Shrinking Violet's under cover."

"Colossal Boy is still on Brall." The orange one inputted.

"What about Cosmic Boy?" The Winathian demanded.

"At the outpost, he'd never make it in time." Saturn Girl shook her head, as she and Clark entered the room.

"We're it, Sparky." TG-Purple sighed.

Clark noted the trepidation on everyone faces. "What can I do?" He asked, hoping he could be of some use.

"If you're smart you'll go back home." Lightning Lad replied indignantly.

"I'm here, I wanna help. I have superpowers."

"You've never used them."

"I have used them!"

"Not like this you haven't."

Before the argument could get outta hand, Ben diffused the situation and spoke. "It's okay everyone, let Clark come with us. He would be more useful down there and here at the moment."

Lightning Lad huffed and went out of the room and soon the nine teens found themselves waiting outside the Legion's headquarters for the assault; some of the Legionnaires, including Saturn Girl, Triplicate Girl and Bouncing Boy, seemed a little nervous; while Clark didn't knew what to expect, but Ben had faced worse and even when the odds were stacked up against him.

As Ben was deciding on what alien to use against his new enemies, he suddenly grabbed his head in slight pain.

Saturn Girl noticed this. "Ben, are you okay?"

"I'm fine, just feel a little woozy." Ben assured the girl but another wave of intense migraine swarmed his head forcing him to grip his head with both hands. He felt a pulse of energy flow through his body, for a moment his eyes flashed green.

"Whoa dude, are you alright?" Bouncing Boy questioned.

Ben stood up and shook his head to regain his bearings. "I'm okay, that was weird." Ben said.

"Yeah, you totally freaked us out there for a second, you sure you're okay?" Dawnstar couldn't help but ask.

"Yeah, but what was-"

Lightning Lad interrupted the brunette. "Heads up guys, here they come!"

Everyone looked up to notice the Fatal Five approaching them; they flew down and landed few yards away maintaining some distance. The Emerald Empress stepped forward, a cocky smirk on her face, as the giant eyeball followed.

"I knew the Legion of Superheroes wouldn't stay hidden forever. Hopefully you'll put up a better fighting effort than before." She taunted and the team got ready for what was surely going to be a tough fight.

"There are five of them and nine of us." Bouncing Boy cracked his knuckles, after placing his yellow goggles over his eyes. "No problem, right Clark?" He smirked at Clark; the latter responded by speeding off, yet again. "Uh…we may have a problem now."

"Hmm, seems you're a little shorthanded this time." Empress snarled.

"Bring it on green queen! We put you away once, we can do it again" Lightning Lad exclaimed confidently.

"Take 'em down boys." Empress commanded, her group compiling and charging at the Legion.

"Whatever you do, don't look directly into that eye." Saturn Girl instructed the group some last words and they too charged into battle.

Ben stood back, scrolling through the DNA library before slamming the core down prompting another bright emerald flash that replaced him with a large, gorilla-like creature whose body was composed of red, yellow, and blue colored building blocks. His arms were huge whilst his legs were stubby and like most of Ben's aliens, his eyes were green and the Omnitrix dial was positioned on his chest.

 **"BLOXX!"**

Bloxx's arms stretched and morphed into a pair of cannons, with bullet belts attached to the back.

"Fire in the hole!" he exclaimed before pelting the assailants with a barrage of block bullets; Tharok, Persuader and Mano were narrowly dodging the projectiles while continuing charging at the heroes but same couldn't be said for Validus who was repeatedly struck in the face.

Persuader displayed amazing reflex and speed, despite his bulky stature, while dodging the rain of blocks and sprinted forward with his axe cocked back. A mighty swing on his part rendered Bloxx's Bloxx Lobbers useless.

He was about to cut down the alien hero next, only for Phantom Girl to leap on him and deliver a powerful downward axe kick on head that knocked him to the ground while the Bgztlian flipped back and landed next to Bloxx.

"Nice dismount." The Segmentasapien commented.

"Thanks." Phantom Girl smirked.

Bloxx extended his arms out to grab Persuader. The latter countered the Segmentasapien by slashing through his stretching arms. He prepared to leap at the arm less Bloxx only to get caught off guard when Bloxx's arms reformed themselves.

"Regeneration?" The response was Bloxx's hands reconstructing, merging, and reshaping themselves into a massive multi color hammer that greeted him straight into the torso, knocking the breath out of him and sending him rocketing backward only to feel Phantom Girl phase through him before she grabbed his ponytail and slammed him to the ground.

Noting the opening, TG-Purple span her other selves round and launched them at Persuader; the latter still reeling from the blow courtesy of Bloxx, swung his axe wildly, smacking is assailants away and allowing Validus to grab the TG clones and squished them between his palms.

Bloxx went after Validus only for the giant to spin around at breakneck speed for someone his size and lunged at him, his balled fists pounded him into the ground and shattering him into pieces, the lego blocks scattered all across the floor. Not letting up his charge, Validus rushed at Bouncing Boy; the latter rolling around to avoid the approaching giant.

Bouncing forward, he ricocheted off Validus several times in hope to cause him pain but he doubts his attacks could do anything other than annoy the infuriated giant. Rolling around to gain some momentum, Bouncing Boy once again rushed at Validus only to be greeted with a laser that sent him crashing into other ground.

Validus grabbed the-supposed-fly and took him to Emerald Empress; the latter using her Eye of Ekron to hypnotize him.

"Your mind's now mine." Emerald Empress sneered.

"Do _you_ mind!?" Dawnstar shouted from behind, her fists glowing with golden energy. She pushed her arms forward and shot energy beam only for Empress to lazily side-step to dodge the attack before Tharok took down Dawnstar with his laser cannon and then spun around toward the approaching Saturn Girl.

Persuader had managed to regain his bearings before swinging his axe wildly at Phantom Girl. The latter barely avoiding the swipe before turning intangible and phasing through the ground and rematerializing behind her adversary only for Persuader to deliver a backward swing that knocked her backward followed by another gusting swing of his axe. Phantom Girl barely managed to evade the shape edge of the axe but the flat surface knocked the air out of her and sent her flying toward Empress. The latter not wasting a moment in hypnotizing another victim.

Brainiac 5 wasn't faring much well against Mano; the latter's right arm already deadly enough for Brainiac 5 to approach him directly. Rushing forward, Brainiac 5 ducks beneath the punch meant to bash his head before rolling to the side to dodge the right arm from touching him and then, launching himself upon Mano only for his assailant to easily grab the right uppercut and flung him around toward Empress; another prey falling to her hypnotizing power.

"BRAINY!" Dawnstar shouted and angrily made her way towards the femme fatal.

The winged metahuman fired at the Eye of Ekron only for her attack to reflect backward upon her; her reflected beam combined with Eye of Ekron's energy that hypnotized her too and she plummeted towards the ground and crashed with a hard thud.

Lightning Lad tried his hardest to fend the oversized Validus off and successively dodging Empress' attack.

Lightning lad leaped back before countering with a bolt of lightning at the approaching giant's arm. Noting the strange glow from corner of his eyes, he kicked off the ground and flew into the sky to avoid a swing from Validus. Barely dodging the arm, he failed to notice Tharok aiming at him and he too joined Dawnstar while Saturn Girl dropped on the other side of him.

"Where's Superman when you need him?" Lightning Lad panted, feeling the helpless from being surrounded by the villains.

...

Meanwhile, Clark had taken the costume from the Museum and had donned a blue bodysuit, with red pants and a matching red cape. On his chest, a shield-like crest mark which was yellow and outlined in red along with a red 'S' logo in the middle was on display.

It seemed baggy at first, until the costume itself contracted and fitted Clark's body perfectly. Even his hair gained a more gallant style.

Clark nodded his approval and looked up at the statue of his older self and noticed how 'he' didn't wear glasses and he did what he should, he removed his spectacles and puts them away.

"Up up, and away!" He struggled to fly before finally his body levitated and he went straight crashing into a pipe. Okay, he can fly but need balance. "I gotta work on that soon."

...

Back in the battle, Validus was holding both Lightning Lad and Saturn Girl in his muscular hands, with Empress trying to hypnotize the former, but the Winathian continuously resisted the effect intruding his mind.

"It's kind of sad really, watching you struggle like this. You're just going to end up like the rest of them." Empress taunted. "Resisting is futile."

An abrupt bright emerald flash diverted her attention to the side where a figure with a turquoise colored crystal body was standing. Two spikes were jutting out from his back while he was clad in a black pants and a black sleeveless shirt with a green stripe running down the center. The Omnitrix dial stood proudly in the center of a green and white belt around his waist.

 **"DIAMONDHEAD!"**

"Now he's a Petrosapien!?" Empress gasped, stunned at how many more transformation she's yet to see.

Diamondhead slammed his hands into the ground causing the ground around him to disrupt and shatter under the force. Before Validus could even move a muscle, crystal spikes began tearing the ground apart and rushed toward him before greeting him square in jaw causing the big oaf to stagger backward. Still reeling from the previous attack, Validus failed to notice Diamondhead pouncing upon him with his right arm cocked back before a wicked punch snapped his head back and knocked the behemoth off balance, causing him to tumble to the ground and release both Lightning Lad and Saturn Girl.

Tharok fired volley of energy beams at the Petrosapien but the energy beam merely reflected off his glistening body while Diamondhead shifted his attention toward the closest enemy in reach; Persuader. He raised both his arms and pelted the axe wielder with barrage of ice shards, disorienting him from the pain being inflicted upon his body. Diamondhead ceased his attack and was instantly in front of Persuader before greeting him with double barrel punch drilled square in the gut. Persuader doubled over in pain and bend forward only for another wicked right hook snapping his head backward before Diamondhead grabbed Persuader by the seam of his pants and proceeded to flip him over, hurling him straight into the unsuspecting Mano and Tharok, and causing both of them to crash to the ground from the force of impact.

Suddenly, Clark crashed into the ground some distance away drawing Empress's attention away from the Petrosapien. Emerging from the dust while coughing, Clark glared at the lady. "Let them go, Empress."

"Love the cape, very 21st Century." Empress joked, tauntingly.

"Last chance." Clark threatened; his tone implied that he wasn't messing around.

"You're braver than you look, but I'm afraid you're too late though." Empress smirked. "Nothing gonna change that anymore."

"About time you showed up," Diamondhead quipped as he approached Clark when the Omnitrix suddenly timed out and Diamondhead reverted back to his human form. "Perfect timing, I'm sure this watch just hates me." He groaned in annoyance.

Clark sweat dropped at Ben's misfortune while Empress smirked instead. Oh, she was going to enjoy this.

She turned to her teammates, "You guys do whatever you want with Blue-boy." Empress ordered her team who had regained their bearing and once again stand by her side. "Ben Tennyson's mine."

The enemies charged at Clark to attack him from all sides. Tharok was the first to take initiative and began with his energy cannon, but Clark mustered enough strength to reflect the projectiles. However, that gave an opening for Persuader to drop his axe on the Kryptonian and drive him into the ground only for Clark to retaliate with a wicked uppercut that sent Persuader reeling backward while Mano choose that moment to heave him into the air and throw him toward Validus, the latter followed by stomping on him with his big smelly feet, pinning him down to the ground.

Empress sprinted into a charge at Ben with her fist towards to his chest, as he narrowly avoids the first punch. However she turns her body by raising her leg up towards to his arm. He grunts slightly from the impact but recovers quick enough to grab Empress by her arm and flip her over.

Empress turns around to see Ben grabs her cape and wraps it around her head, blinding her as she delivers a punch towards him which he dodges from getting hit in the face, but she managed to get him in the shoulder. He winced, but rotated his body with the blow to counter with a strong spin kick. The strike to the ribs had her gritting her teeth in pain and so he capitalized on that moment of pause to drop low to the ground and perform a sweep kick.

The green haired woman yelped in pain as she fell back and landed on her rear, but she was quick to dodge the following axe kick the Omnitrix wielder would have struck her with as she went into a backwards roll. Ben winced as he felt the shock of slamming his heel down on the ground with such force, but it was nothing he couldn't handle as he watched the magic user climb back to her feet.

"Okay, that's impressive." Empress admitted. "I didn't think a regular human could be this well off in close quarter combat. Clearly I underestimated your skills without the aid of your transformations." She said as she removed her cape.

"You'll learn to see that I'm just full of surprises, Empress." The Omnitrix wielder retorted before he charged towards the green haired beauty. He leaped and stretched out his leg with the aim of kicking her in the chest. However, she sidestepped the strike and Ben planted his feet on the ground, going with the momentum to spin around and charge once more. He aimed for an elbow strike to the sternum, but she parried the blow before raising her knee to embed it in his stomach. Ben grunted in pain as Empress followed up with a fierce right hook to the jaw, but he spun with the strike to go for a wild haymaker.

She ducked under the strike and stepped into his guard, gripping the outstretched limb. She melded her body against his own and she chuckled seductively. "Perfect fit." Ben's green eyes wide at the sudden sultry move; Empress' warm breath against the side of his face and her sizeable breasts pressing against his chest made him blush. Empress then jammed her hip against Ben's own, lifting him up off of the ground in order to swing the teenager over her shoulder and slam him onto the ground.

"GAH!" The cry of pain was quickly silenced as she dropped her body down to plant her knee on his throat. However, Ben raised his arm and struck her thigh, hitting the soft and sensitive flesh of the tensor fascia lata. She released a yelp of pain and her leg shook violently before she was pushed off by Ben. The tables were turned and the brown haired combatant straddled his opponent and delivered a swift one-two to the face, blood flowing from her burst lip.

The magic user scowled as she bucked her hips to lift Ben up and free her legs. She performed a palm strike to the chest, stunning him before she used her incredible flexibility to stretch her legs in order to perform a triangle choke. The green clad male managed to sneak his arm in to prevent her from outright choking him, but the power in her legs was still great as she was applying more and more pressure.

"Liking the view?" She asked with a laugh as Ben's face lit up when he took note of their position.

"If I weren't...choking to death...I would." He squeaked. With a grunt of effort, Ben rose up from his kneeling position on the ground, taking the Emerald Empress with him, before dropping back down. Gravity acted heavily on his body and aided in slamming Empress onto the ground with great force. He repeated this motion until the Emerald Empress could no longer bear the pain that was afflicted upon her back and so she released Ben before she was swung around and thrown against the wall.

Ben coughed and sputtered, his face red from being asphyxiated for so long. Empress was just as bad as she was now suffering from a good deal of back pain and dizziness from being thrown against the wall.

"You know I really do like it when men are rough with me." She laughed.

"Masochist." He muttered as he shook his head. The sound of feet against the floor met his ears and Ben's head snapped up in time to see Empress was already within striking range. She reared her arm back before bringing it forward at a deadly pace, striking him in the chest with a strong punch. He staggered, clutching the pained area.

She rushed at Ben again, who blocked the first punch with his forearm and countered with another of his own, only for the Empress to tilt her head to the side before she delivered another palm strike to his gut this time and sent him back.

At that moment, Ben let his anger get the better of him. He performed a swift right and left jab which she parried before leaning backwards to avoid the uppercut. Ben hopped into the air a bit as he went with the motion to clasp his hands above his head and swing them down in the form of a brutal hammer strike. Empress raised her leg and the rising kick collided with his hammer strike and easily overpowered it to send him stumbling back. Ben quickly regained his footing and aimed for a kick to the ankle before aiming a low punch to the knee, but she adjusted her footing accordingly to avoid the strikes before countering with a kick of her own that hit Ben against his knee and sent him off-balance.

He raised his arms above his head in an X-shape to block the downward elbow strike the magic user used. He pushed her back with his greater upper body strength before spear-tackling her to the ground. However, Empress rolled with the tackle and planted her feet against Ben's stomach and pushed him off of her. He was sent flying through the air until he landed roughly on his back with enough force to knock the wind out of him.

"Damn...that hurt." A groan escaped Ben's throat before Empress pulled him back up by his collar and kept a firm hold on him, pinning his arms at his sides. She nuzzled his cheek and gave a low chuckle.

"Oh, my dear...I could have this a whole lot worse, but I think you should be grateful for that. Unless you are a masochist yourself...you hero types do tend to take more pain than actually giving it. It would make a lot of sense." She stated with amusement. "Now, how about you be a good little boy and look into the Emerald Eye of Ekron."

The glowing Eye floated in front of Ben, and he closed his eyes and turned his head away so he wouldn't look at the Eye. However, Empress grabbed his face and tried to face it towards the Eye.

"There's no use fighting it, Benjamin," Empress said in a mocking manner as Ben desperately tried to keep his eyes closed. "Just look at the Eye and I'm going to have some fun with you later on."

Ben suddenly got a migraine. He finally opened his eyes, which were now glowing green. No iris, no pupil, no sclera...just green. Empress was taken off guard when a bright green energy erupted from him, blowing her and the Eye away from him. When the light faded Ben fell on his hands and knees with a groan.

Meanwhile Clark's eyes shifted from a bright blue to a crimson red glow, and he countered with a red beam of energy. The beam reshaped and shot as wide arc, and caught the four grunts of Fatal Five in an explosion. When the dust cleared, Clark stood firmly on the ground, with his eyes shining red while his others assailants were down on the floor, smoked. He immediately rushed into Ben's aid and helped him up his feet.

"Hey, they're getting back up!" Brainiac 5 alerted everyone.

"Then let's put 'em down for good." Lightning Lad growled as his eyes shone and his scar lit up.

Ben let out a grunt as he dizzily activated the Omnitrix before slamming the core down and another bright emerald flash blinded him before fading away to reveal a humanoid plant like alien, more muscular and taller, had an overall light green and black colored body, and his face was colored yellow, red and orange, with a more visible chin. His hands were colored black with four yellow clawed fingers and a yellow hole in the palm. He had six red horns with yellow spots, two on each forearm, and one on each shoulder, along with a green horn on each foot, knee, and elbow. He also had a large collar raised up around his neck, while the Omnitrix symbol was on his stomach.

 **"SWAMPFIRE!"**

Validus was the first to take initiative this time and rushing forward with a bellow only to be greeted with barrage of stinging fireballs to his face, courtesy of Swampfire. Lightning Lad, fully recovered, joined Swampfire and pelted Validus with consecutive bolts of lightning that pushed the giant back.

Dawnstar charged up golden energy beams at Tharok; the cyborg dodged the energy beams and rushed at the winged meta-human with his metallic claw extended at her. However, he was shoulder-charged by Swampfire before he could get close. Tharok skidded to stop and glared at the Methanosian.

The two combatants stared at each other like cowboys in a western showdown before they finally charged at each other. Tharok morphed his cybernetic hand into an energy saw and went for downward slash, with clear intent to bisect Swampfire into half. However, Swampfire dodged to the side and retaliated with a right jab to his face before drilling his other fist into his gut followed by a headbutt that sent both the combatants staggering backward with Tharok sustaining more damage. However, Tharok recovered quick enough to deliver a horizontal cut to Swampfire, slicing off his left arm.

"Ben!" Dawnstar screamed in horror at what seemed to be a fatal attack from Tharok. She was about to rush into the fight, when something amazing happened. A vine grew out of the stump of Swampfire's arm, and attached to the severed limb, then with a sickening sucking sound, the limb reattached.

Swampfire smirked at the baffled look on Tharok's face. "My turn." He extended his arms and a dense stream of fire erupted that caught Tharok square in the chest, sending him hurtling to the ground from the force of impact. Swampfire ceased his attack hoping it to be the end but Tharok proved it otherwise as he returned back on his feet, enraged.

Swampfire figured that he can use a little more power if he wanted to wrap this up quick and not giving them anymore time to adjust themselves. "Time to go Ultimate!"

He lifted his right hand and slapped the Omnitrix dial on his chest, causing four clamps to stick out from the rim. An emerald flash illuminated the area as an evolutionary surge filled Swampfire's body. The result dumbfounded Tharok: Swampfire grew an extra foot taller and now bared the resemblance of a humanoid tree. His body was now comprised of dark brown, petrified wood. On his hunched back were three blue, gooey shells and his flame-patterned head was inside one of the frontward facing shells. The new form of Swampfire bent his arms by his elbows and shouted out his new name.

 **"ULTIMATE SWAMPFIRE!"**

Ultimate Swampfire jumped at bewildered Tharok, but the latter shook off his surprise and threw a punch of his own to counter the one from the evolved Methanosian. He was stunned when the fist connected with his, cracking it slightly from the immense force of impact that prompted a mild shockwave which pushed him a little backward.

Ultimate Swampfire not giving up his advantage drove a metal crushing fist into the cyborg's abdomen before grabbing him by the neck and tossing him into the far end of the battlefield.

The cyborg wobbled on his feet and retaliated with the largest energy wave he could possibly generate towards Ultimate Swampfire; the latter countered by pointing his hands forward and unleashing a powerful stream of azure flames. The flames and energy wave clashed and fought for dominance, but it seemed Tharok was struggling to keep the flames at bay, evident from the human half of his face profusely sweating from the intense heat.

"Fire with an internal heat of over twenty-two thousand degrees! What? Don't you LIKE IT?" Ultimate Swampfire kicked it up a notch and soon the force and intensity was enough to blast Tharok away, the flames carving out a massive trench in their wake.

Meanwhile, the other heroes were wrapping their part of fight real quick. Bouncing Boy and Triplicate girl smacked the Persuader into the wall, before he collapsed down to the floor.

He looked up and found Triplicate Girl blow a raspberry at him. This only enraged him further as he stood back up and swung his axe down at her, only for her to duplicate into 2, allowing the axe to harmlessly pass between them.

Growling in blinding rage, he swung it sideways and she triplicated before merging while Phantom Girl phased through him from behind and snatched his Axe, providing the opportunity for Triplicate Girl to separate again and kick the assailant away, before merging again, no sooner the Persuader was out cold.

Saturn Girl was against Validus, the giant roared at her. The unfazed Titanian puts her hand against his head and sends a telepathic order to help her friends.

Unable to resist the controlling puppeteer ability of Saturn Girl, Validus pounced at Mano who was grappling with Lightning Lad. He grabbed the Angtuan and then flung him away much to the confusion of the Winathian until he noticed Saturn Girl controlling the giant.

Lightning Lad quickly turned around and noticed Clark fighting off a green ray from the Eye, but he was blasted down to the floor.

"Hit her with your freezing breath." Lightning Lad suggested.

"My what?" Clark was confused.

"Think cold and blow." The Winathian instructed.

Clark flew up and did as instructed before blowing cold air at the unprepared Empress, instantly freezing her and the Eye of Ekron in a sheet of ice. Clark landed on the floor and caught the frozen Emerald Empress in his arms while Dawnstar caught the Eye before they could shatter upon collision on the ground.

Mano and Validus were the first to be put in front of him, and then the Persuader was carried there by the three triplicates; Phantom Girl riding him on his torso while holding his axe. Brainiac 5 and Ultimate Swampfire came next, the latter dragging a badly charred Tharok by his leg before dumping him next to the other villains.

Just then, within her icy prison, Empress closed her eyes and the jewels on her tiara glowed, before the area was covered in bright green light. The light disappeared to reveal the villains were gone.

"Hey…where'd they go?" Clark asked in shock.

"Teleported, they could be anywhere in the galaxy at this point" Brainiac 5 explained, before a smirk crossed his face. "But I think they got the message."

"And not a moment too soon." Ultimate Swampfire admitted with a hearty chuckle before he suddenly felt the fatigue overwhelm him and his leg buckled before he collapsed down on the floor. In a green flash he reverted into Swampfire and then into Ben while the others rushed into his side.

...

 **Back at Legion HQ**

"Hmm, so my theory is right." Brainiac 5 muttered as he and others occupied the medical room where an unconscious Ben was resting on the bed.

"Theory? What are you talking about, Brainy?"

Brainiac 5 looked at Bouncing Boy. "Remember when Ben said that he lost the Gem of Zion and couldn't travel back into his own timeline?" He reminded them.

"Well, I have speculated that the Gem and Ben's inability to travel back to his time are related somehow." He explained "When he travelled through the time stream, he must've held the gem onto his chest as the stream may have affected his molecules and particles which fused the gem inside of him."

He noted the specks of Ben's body as it displayed a magical energy surging throughout his body and an x-ray report that imply the presence of the gem inside of his chest or better yet, absorbed into him.

"But how does the gem affect him not returning back into his timeline?" Saturn Girl questioned, still confused.

"It seems that according to history, the gem disappeared in the past, never recovered after Eon stole it. Under normal circumstances, an object stolen from the past can be returned, creating a parallel world where Ben Tennyson didn't disappear. But since the gem had not been recovered and was stuck inside Ben's body, it can never be returned."

"That didn't explained why he can't travel back." Triplicate Girl inputted prompting Brainiac 5 to open another tab of Ben's profile.

"From what the scanner mentioned, it seems with Ben's fusion with the gem; he has gained a mystical power that affects time, space, and dimensional power. Because this power came from something godly and dimensional, the chrono-atoms has been affecting him, meaning Ben Tennyson can never go back to his time ever again or precisely the gem is intercepting any possible time-travel by him. He now has the power that is considered a level similar to a demi-god."

"So what you're saying is, he could be the most powerful being with that gem inside of him?" Phantom Girl wondered aloud looking at the Omnitrix bearer.

"That seems more of a stretch." Lightning Lad muttered.

"I think this guy should join the Legion." Bouncing Boy insisted earning everyone eyes on him. "What!? You've seen what he can do."

"Well it is Legion rules that you have to have natural powers to be a member, but Ben's powers are new because of the gem." Saturn Girl stated as a matter of factly. "He's our responsibility, and we should train him with this new found power."

"I agree." Dawnstar voted.

Later when Ben regained his consciousness, Brainiac 5 filled the brunette with the latest discovery about the gem and why he can't travel back to his own timeline. Seeing the last hope of ever returning back to his hom, to his friends and family, Ben grew a frown.

"So that means I can never go back home ever again." Ben said soberly. It was a statement rather than a question.

"No you cannot." Saturn Girl sighed placing a comforting hand on the brunette's shoulder. "But at least you can stay with us and become something more than what you were in your time."

"Your legacy in the 21st century may have ended." Brainy inputted. "But you can start a new one right here with us." Noting a weak smile, Brainiac 5 turned to his team. "Starting today, Ben Tennyson shall become a full-fledged member of the Legion of Super Heroes, and from tomorrow his training will begin."

"Where do I sign up, then?" Ben chuckled lightly at the enthusiasm of his new friends.

"Do you guys always have this much fun?" Clark mused aloud in utter wonder.

"Pretty much." Phantom Girl shrugged in nonchalant manner.

Brainac 5 then faced Clark and sighed, remembering something from earlier. "I guess we'll take you home now."

Clark shrugged, not knowing how to answer that. He supposed that the threat he had been brought for was now dealt with, he should be going back when Ben nudged him. "Why don't you just stay for a while?"

Clark nodded, that was exactly what he was thinking.

"You guys said that you can take me back to the same moment I left right?" A nod from Brainy broadened his smirk. "You know, I didn't get a chance to see New Metropolis." He pointed out. "So how's that fair?"

"And you didn't really get a chance to try out all your powers." Saturn Girl added causing the young Coluan to turn around and smile in anticipation.

"Maybe I should stay a little while longer." Clark suggested, smiling and rubbing the back of his head sheepishly that prompted cheering from other heroes.

Brainiac 5 chuckled and approached Clark. "Well, as long as you're here, you're gonna need these." He explained, offering Clark a Legionnaire belt paired along with a ring; the latter clipped the belt on and donned the ring.

"Aright Clark!" Phantom Girl exclaimed.

"Yeah!" cheered Triplicate Girl.

"Congratulations, Clark!" Bouncing Boy contributed.

"You go, homeboy!" Dawnstar cheered.

"You know, 'Clark' just doesn't cut it as a superhero name." Lightning Lad arched an eyebrow and pointed out. "If you're gonna be on the team, you're gonna need a new handle. Just like the rest of us."

"I already have one." Clark replied confidently.

"You do?"

"Superman." Clark answered.

Later, the team was flying over the sky of New Metropolis, scouting the area while Superman enjoyed the scenery more. Ben no longer had his normal attire but was now donned in his new Legionnaire costume; consisting of a long-grey-sleeved green top, and the Omnitrix symbol imprinted on his chest portion. He also donned grey boots similar to Lightning Lad and Saturn Girl, his attire completed with long brown pants held by a legionnaire belt and a Legionnaire Flight Ring on his left index finger.

"So...why are we randomly flying over New Metropolis?" Lightning Lad asked the obvious question swirling for sometimes in his head.

"Uh, because it's dramatic?" Ben cocked an eyebrow prompting the former to sweat drop.

Meanwhile, Superman fell out of the sky and flew over to the Brainiac 5. "Turbulence."

"Try it like this." Brainiac 5 suggested by changing his body posture, his one arm extended in front while the other cocked back on his hip.

Superman nodded and mimicked the posture and gained the perfect balance, he sought. "Hey, I like it."

He grinned flying ahead until he was in front of the group or more like, he was leading the group.

"Dude! That's my spot!" Lightning Lad complained.

"Shut it, ego boy!" Dawnstar laughed; the others joining into the fun too as they tailed Superman over New Metropolis.

Ben suddenly realized something, "Oh yeah, there's something I forgot to do."

He flew above the group and directed the Omnitrix at them. Them dial lit up with yellow light like just like it did when it scanned Superman.

 _ **"Unknown samples DNA detected. Commencing scan."**_ The voice announced the five beams of yellow light shot out and scanned Saturn Girl, Lightning Lad, Phantom Girl, Brainiac 5 and Triplicate Girl; the beams retracted back to the Omnitrix and the dial reverted back to normal. _**"New DNA samples acquired. Scan complete."**_

"Sweet."

 **End of chapter. Thank you Zero10 for the proofreading and JP-Ryder for the inspiration.**

 **Just so readers aren't confused, while Ben can't travel back to any time period he existed in, other time periods before his birth are still accessible.  
**

 **Next time: Timber Wolf.**


	3. Timber Wolf

**CHAPTER 3**

 **Timber Wolf**

On a distant planet from Earth, the forests succumbed to darkness as flapping bats decorated the night sky. An aged man, wearing a green suit and yellow glasses, wandered through the woods in search of something. Something...dangerous. He was using a tracking device to direct his path while accompanying him were a small group of robots to keep him safe from what he might encounter on his journey. The robots advanced on toward the bushes but he raised his hand, signalling them to stop.

"Show yourself!" He ordered out loud to a strange creature hiding within the bushes.

A rustling noise was heard followed by a deep growl, as a large, grey, wolf-like creature, with black mane-like hair with a white streak, and eyes with golden scleras and red irises, burst through the bushes and towards the man.

Unable to track the beast's sudden movement, the machines were taken down easily by the beast; its razor sharp claws tearing the robots apart, blowing them all up to smithereens.

Afraid, the elderly man ran off into the forest to escape the beast, as he ran past a cliff with the wolf creature atop it. It howled at the three moons before jumping down from the cliff and after its prey.

* * *

Meanwhile, not too far away, a large creature was located near an asteroid cluster. It looked like a 15 foot, giant amoebae-like creature; its body had a self-luminous surface and had four tentacle-like appendages formed from its innards. If one looked closely, ships were trapped within the creature like fruit pieces in gelatin.

Superman, along with Ben and Lightning Lad flew towards the beast.

"That thing's eating all the ships!" Ben stated.

"Yeah, a mortsac will eat anything crossing its path." Lightning Lad replied.

"Anything we need to-" Superman spoke up before he was interrupted by Lightning Lad.

"Watch and learn, boys. Watch and learn." The Winathian smirked as he flew off towards the mortsac.

"This isn't gonna end well, is it?" Ben questioned to Superman.

"Probably not." The Kryptonian shrugged in a nonchalant manner.

Lightning Lad charged up an electric attack and fired it at the monster only for it to bounce back upon collision and just barely missed the boys by an inch.

"That...worked well." Superman remarked sarcastically.

"Haven't you three gotten rid of that thing yet?" Saturn Girl questioned from within the Legion javelin; along with Dawnstar, Brainiac-5 and Bouncing Boy.

"We've got it right where we want it, Saturn Girl." Lightning Lad responded before abruptly a tentacle itself wrapped around him and pulled him out of sight on the screen within the ship, causing the Titanian to face-palm.

Suddenly, the alarm went off in the ship.

"What's goin' on?" Bouncing Boy questioned looking around.

"We're receiving a transmission on the emergency channel." Brainiac-5 answered as he tapped a button on the control panel. "Look." He instructed, directing their attention toward the screen displaying an elderly man with yellow glasses.

 _ **"Legion of Superheroes, this is Mar Londo of Rawl."**_ The man introduced himself. _**"Your immediate assistances needed."**_ A crash echoed in the background. _**"Please!"**_ He pleaded before the screen fuzzed out.

They all shared a glance, clearly shocked.

Outside, Lightning Lad was being pulled by the tentacle, while Ben, who transformed into Jetray, was busy keeping few tentacles at bay with his consecutive neuroshock beams while Superman struggled to avoid getting caught by the tentacles as well.

"Forget globby and get back inside; we have another mission." Saturn Girl instructed the boys.

Lightning Lad discharged electrical bolts at the tentacle wrapping him before he felt the grip loosened slightly, then Superman grabbed it and pulled it off him.

"What about _this_ Mission? We can't just leave this thing out here!" Superman pointed out while Lighting Lad flew away toward the ship entrance.

"Superman!" Jetray called out. "Ready for the Neuro-Heat combo attack?"

"Am I!" The Kryptonian grinned widely matching the Aerophibian.

That's all Jetray needed to hear before he fired a triple emerald neuro-beam from his tail and both his eyes before it conjures in the middle and shot forth as a massive neuro-beam. While Superman fired his own heat vision.

The dual energy attacks merged together to form a massive swirling beam of red-green color energy before the combined beam attack was directed toward the mortsac and struck it dead center; it had enough force and power for it to throw the mortsac _very_ far away into deep space and out of sight.

In a flash of emerald light, Ben returned back to his human form before he and Superman exchanged hi-fives for a job well done and they both returned to the ship where they are greeted by the awestricken Lightning Lad.

"What...was that?"

"A little something Ben and I came up with during training." Superman replied.

"You two could have just done that in the first place, you know." The Winathian stated somewhat bitterly.

"We were _watching and learning_ , remember?" Ben mocked shrugging his shoulders, earning an annoyed glare from the Winathian.

...

The ship was off and it was that moment when Brainiac-5 decided to play Mr Inspector. With his neck stretched out all the way to the Bouncing Boy sitting across the hall, he stared at him.

"Can I help you?" Bouncing Boy asked, irritation clearly evident in his tone.

"You're flying without the auto-compensators." He pointed out. "I specifically designed that sub-system to assist you." He stated as a-matter-of-factly and stretched his arm over.

"No offence, Brainiac-5, but when I fly a ship, I actually _want_ to fly it, not babysit a console." Bouncing Boy retorted.

Not even acknowledging what was said, the Coluan tried to tap the button. "W-w-what are you doing?!" Bouncing Boy asked irritably as he tried to push the stretched arm away; but Braniac-5 was determined and easily managed to by-pass the resistance and tapped a button. But it wasn't the intended one.

"Uh-oh." Brainiac-5 muttered before the ship began wobbling violently, causing everyone inside to stumble around.

Lightning Lad caught Saturn Girl but Ben, Dawnstar, Brainiac-5 and Bouncing Boy weren't too lucky as they all crashed into the other side of the ship. Luckily, the former three had some relief as they had crashed into Bouncing Boy while the latter one groaned in pain. However, the ship shakes again and everyone except Lightning Lad landed in a heap on the floor. Though, it wasn't awkward for rest, same can't be said for Ben and Dawnstar who had ended up rather in a very...embarrassing situation meaning...

Ben and Dawnstar broke apart; embarrassed to no end, especially the Omnitrix wielder who was redder than tomato while the latter's blush, while not as severe as Ben's, was still visible.

"Ooh, Ben and Dawnstar sitting on the tree, K.I.S.S.I.N-"

"You finish that song and I swear I'll go Rath on your ass, Sparky." Ben venomously threatened interrupting the song, in low ominous tone causing the Winathian to hold up his hands in mock surrender.

"That felt like we hit something." Saturn Girl noted.

"Technically we did. The planet Rawl. We've just entered the atmosphere." Brainiac-5 replied as the ship was practically coated in flames and the temperature was increasing exponentially. The monitors began beeping rapidly only for Bouncing Boy to rush over the control panel, where the screen was repeatedly flashing 'WARNING!'.

"Stabilizers offline, atmospheric thrusters at 20 percent. This is gonna be a rough one." Bouncing Boy warned urgently and everyone held on anything they could grab as the cruiser crashed into a rock formation and made a very terrible landing, leaving behind a long trench and a humongous cushion at the point of impact.

...

Lightning Lad helped Saturn Girl out of the ship and Ben helped Dawnstar whilst Brainiac-5 analyzed the wreckage and amount of destruction inflicted upon the cruiser as Bouncing Boy took a seat outside on a rock protruding from the ground.

"It could have been worse." Superman quipped while staring at the damage.

"How? We're grounded." Bouncing Boy pointed out.

"Well, we could've disintegrated on re-entry." Brainiac-5 answered in a monotone voice.

"Hate to spoil your feel-good moment, but this is a rescue mission, remember?" Lightning Lad reminded them and not waiting for a reply, he took off hastily, and so did Superman, Brainiac-5, Bouncing Boy (in his ball form), Ben and Dawnstar.

Saturn Girl was about to follow until her ears perked up. Was that…voices? The Titanian stopped and looked in the direction of the forest from where the voices were coming from. But, they almost sounded...inhuman; animalism and blood-lust were clearly evident in those voices. Might be, her head was just making things up? Do animals even talk? Not wanting to find out what exactly those voices were, she spun around and quickly flew off.

Despite being behind, she caught up rather quickly with the others and levelled next to Ben and Dawnstar behind the group however her expression didn't went unnoticed by the two.

"You okay, Saturn Girl?" Ben asked his teammate.

"Yeah, you look kinda spooked all of a sudden." Dawnstar agreed with the Omnitrix wielder.

"Don't worry, I'm fine." Saturn Girl assured the duo, but mentally, she was still unsure.

Superman was scanning the area below with his x-ray vision. "My x-ray vision's picking up lots of movement down there, but nothing remotely human." He informed the others.

"Rawl is known for its abundance of wildlife, most of you would classify as: unfriendly." Brainaic-5 explained. "Aside from Dr. Londo's research station, little else is here."

"What about you, Saturn Girl? Sensing anything?" Superman asked.

Saturn Girl places her fingers on her temples, trying to sense any signs of human life. "Everything...and nothing." She replied. "There's just too much noise, but back at the ship I'm pretty sure something was watching us." She added in.

"Okay, now you're creepin' me out." Bouncing Boy commented as he bounced by hoping to not come across anything.

"Yeah, Saturn Girl, you sound like those actors from Bouncing Boy's cheesy horror movies." Dawnstar remarked.

"Hey!" The human-ball shouted annoyed.

"Bingo." Everyone minus Ben sent Superman confused looks.

"That means he found it." Ben informed the others after noting the strange expression of their faces.

"Right! Down there." Superman pointed down as all followed him and lowered their altitude until they ended up above a large facility.

"It seems pretty quiet." Lightning Lad noted as they glanced around, when the lights shone, forcing them to shield their eyes from its intensity, and the doors opened revealing the same man who had sent the S.O.S transmission walking out.

"Don't be deceived, these woods are more dangerous than you can possibly imagine." He informed the teen heroes.

"Dr Londo, I presume?" Brainiac-5 asked, walking up to the man and shaking his hand.

"Yes, yes. Come inside quickly. It may be safe for the Legion, but an old man like me doesn't stand a chance out here." The elderly man stated as he walked back inside followed by others save for Saturn Girl who seemed to be hesitant at first for some unknown reason, but caught up with the others and entered the facility.

"My repair facilities are at your disposal. But, I only ask one thing in return." Dr. Londo requested.

"Not a problem." Ben assured him with a smile. "We can get you off this planet in no time."

"Oh I can't leave Rawl." Dr Londo replied in a nonchalant manner. "My work is here, that's why I called for help." He explained. "What I need is for you to make it safe."

"Safe...From what?" Saturn Girl couldn't help but ask.

"A creature...out there." Dr. Londo answered gravelly. "This creature, it's destroyed everything I held dear to me; my research, my team...even my son." He said forlornly and showed them a picture of himself at a younger age, standing alongside next to him was a smiling, teenage boy with a mullet-like hairstyle. "That's Brin. Remarkable young man; takes after his father, don't you think? He had so much potential." He added before his smile faded. "But now...I want it caught, and I want it to be brought back to me."

"Don't worry, we'll find your creature." Superman assured the old man.

"And I'll make sure it will never harm anyone again." Lightning Lad smiled.

"Yeah, we can..." Dawnstar trailed off before giving the Winathian a look. "Wait, waddaya mean ' _I'll_ '?" She demanded, as Saturn Girl, herself looked very uncertain.

* * *

In the hanger, Bouncing Boy and Brainiac-5 were working on repairing the ship while Dawnstar stood on the other side, simply watching.

"You can't substitute a plasma conduit for an injector port Bouncing Boy; it's not in the schematic." The Coluan told him while unscrewing one of the screws in a panel on the ship.

Bouncing Boy wipes oil off his face with a towel before replying. "Brainy, it's called improvising, you should try it sometime." He smirked while cleaning his ear with his pinky finger.

"A twelfth level intellect has no need for improvisation." Brainiac-5 countered.

"Fine, if you're so smart, fix it yourself." Bouncing Boy dared before he ambled off while Brainiac-5 unscrewed another screw.

"Where are you going?" The latter one asked.

"Any place you're not." Was the blunt reply from the human.

"Dr. Londo asked us to confine ourselves to the hanger. He insisted!" The Coluan reminded.

"So, I'm _improvising_!" Bouncing Boy yelled back; exiting the room and closing the door behind him.

"Was it something I said?" Brainac-5 asked the only left companion in the room who merely shrugged her shoulders in response.

...

Meanwhile within the deep part of the forest, Ben, Saturn Girl, Lightning Lad and Superman were seeking for the creature Dr. Londo had warned them about and had asked them to be aware of.

"Been awfully quiet, Saturn Girl." Lighting Lad noted. "Not scared are ya?" He asked in a mocking tone.

"I'm fine." She replied rather far more quickly than intended earning the confused stare from her companions.

"Come to think of it, you've been acting kinda weird since we came to this planet." Ben pointed out.

The blond girl sighed. "Sorry." She apologized. "This place, you remember when I said I couldn't sense anything?" She asked. "Well, that's not exactly true. I keep getting an impression; sounds really. It's as if hundreds of life-forms are calling out for help." She explained recalling everything. "Something's going on here, something...extremely bad."

The boys shared a glance when they heard some electricity crackling noise from around.

"Check it out." Ben pointed out as he knelt over and picks up what appeared to be remains of a machine nearby. "Robot parts. Wonder if our creature did this." He wondered aloud when Superman heard something approaching them.

"I have a feeling we're about to find out." Superman warned everyone before few dozens of more robots with spherical-heads, four spider-like legs, one-eye each and tails, surrounded the group from all sides causing the team of four to face back-to-back of each other.

"Not scared, are you?" Saturn Girl remarked mockingly causing a frustrated groan to escape from Lightning Lad as he glared at her before answering with an electric blast that sent a robot reeling backward but nothing more that could be said vital.

Superman stuck with close combat and used his brute strength to punch away few machines and deck down another while Lightning Lad fired more of his electric bolts only for his attacks to bounce off instead. He didn't even have time think when he was forced to duck beneath a wild swing of a tail aimed at his head; however instead that tail missed him and swiped right through a tree behind him, causing it to fall down on top of them.

Suddenly a bright emerald flash had momentarily blinded everything before it revealed an alien form standing whose body was yellowish with black stripes all over it. It had spiky shoulders with two toed feet and hands that looked like pincers. Unlike the rest of its body, its head was a round, metallic, skull-shaped head with greenish eyes. The head was not connected to the body, but floated in between its spiky shoulders. Like all of Ben's forms the Omnitrix dial was positioned on his chest.

 **"LODESTAR!"** The Biosovortian shouted with a mechanical edge to his voice, though his mouth didn't move when he spoke.

Upon the appearance of their new enemy, three robots lunged at Lodestar, only for the latter one to point his pincer-like hands at the robots and shoot green waves of magnetic energy distorting the air around them. The result was as expected by the Omnitrix bearer; the robots had ceased their attacks and were being levitated in the air courtesy of his magnetic force.

If Lodestar's mouth could move, he would've smirked. "Unfortunately for you guys," He said smugly. "No one can resist my magnetic personality."

Focusing his powers more in a compact and concentrated manner, the Biosovortian compressed the robots, tearing and crushing their bodies together to form a large metallic ball which was tossed further at another group of drones at an astounding speed; destroying them instantly.

However, one of the robots snuck past his guard and popped up from behind him, wrapping its tail around Lodestar; it lifted him in the air and slammed his body hard into the ground before more robots used the opportunity to dog-pile the magnetic alien in a huge heap.

Nothing happens at first, until the robots were lifted off the ground by an unseen force and were all blasted backwards by a massive green, magnetic-force field projected by Lodestar. "You just underestimated my ability, tin-cans!"

Saturn Girl was completely surrounded and was trapped by the machines; they all leaped at her but were halted mid-air as her eyes shone brightly and they were all blasted away by a transparent dome of telepathic energy. Unfortunately, the Titanian fell to the ground and into unconsciousness, probably from exhaustion making her vulnerable to the drones.

As more machines advanced toward her, a howl emanated from within the forest, stopping them in their tracks. They all glanced up only to see the wolf-like creature leaping upon them out of nowhere and swinging its arms wildly tearing two of the drones in an instant. Lashing out with its right arm, it grabbed another robot by its head and crushed it in brutal manner. It let out an ear-splitting roar causing the drones to take cautious steps back.

The roar had caught others' attention as Superman and Lodestar rushed toward Saturn Girl's location, where Lightning Lad was the first to arrive and find her presence gone without any trace.

"Saturn Girl!" Superman called out as he and Lodestar caught up with Lightning Lad. The latter one touched the Omnitrix disk and reverted back to his human self.

"Where is she?" Ben questioned dreading for the worst after hearing that animalistic roar.

"She's gone!" the distressed Lightning Lad answered.

The other two couldn't believe their ears. "No, she can't be." Superman glanced around, worried for the Titanian's wellbeing.

"And I have a hunch; Dr. Londo's creature is behind this." Lightning Lad added angrily as resisting the urge to blast anything while thinking about zapping that creature to oblivion if it did anything to his crush; even a scratch on her.

"Don't worry guys." Ben said, getting their attention. "It couldn't have taken her far. I know exactly how to find them." He said as the Omnitrix holo-wheel popped up and he scrolled through the DNA library.

"How?" Superman asked hopefully.

"By picking up their scents." The respond came before he slammed down the dial and another signature emerald flash forced Superman and Lightning Lad to turn away. When the light disappeared, they turned back to see that Ben was replaced by an eight-foot-tall, werewolf-like being covered in dark grey fur and a long, flowing mane, had a large bushy tail, four sharp claws on each hand, and three clawed-toes on each foot; two on the front and one at the back. He wore a tight, green suit with a white belt and green wristbands, and he wore a green collar where the Omnitrix dial was displayed.

 **"** **BLITZWOLFER!"** The Loboan howled.

Lightning Lad raised an eyebrow. "The wolf guy? Why not Wildmutt?"

"I can't talk as Wildmutt." Blitzwolfer explained. "Besides, you'll understand me better when I tell you if I found Saturn Girl." He stated as if it were obvious.

"He has a point." Superman agreed.

Blitzwolfer got on all fours, brought his sensitive nose closer to the ground and sniffed a couple times. Lifting his head, he sniffed the air, analyzing the multitudes of scents pouring into his nostrils. After a moment of sniffing, he finally caught two scents; one was a familiar scent obviously belonging to Saturn Girl, and the second scent, he could detect a being with...a bloody aroma.

"She's this way." Blitzwolfer said pointing in the direction before breaking into a sprint. "Come on!"

The Winathian and Kryptonian immediately followed the Loboan, hopefully to where Saturn Girl was; each of them, mostly Lightning Lad, hoping that their Titanian teammate was alright and safe until they reach her.

...

Back in the facility, Bouncing Boy was walking through the many halls at a leisurely pace when he was stopped by a horde of medium-sized robots popping out from the floor.

 _"Restricted area."_ One of them stated.

"No problem, I was just leaving." Bouncing Boy replied nonchalantly and tried to walk past them when his movement was again intercepted by those machines.

 _"Restricted area. Restricted area. Restricted area. Restricted area."_ They each repeated in mechanical voice as they all deployed their weapons from their heads.

Bouncing Boy's eyes widen in shock as instantly shifted into his ball form and bounced away from the robots with all of them chasing him down the hall.

...

Back in the forest; Saturn Girl finally gained her consciousness and groggily opened her eyes to find herself within a cave somewhere and right in front of a fire.

"No more thought blasts." She mumbled to herself.

Suddenly, a low growl emanated from within the cave before the wolf-like creature from before stepped out of the shadows and towards Saturn Girl; her breath hitched in her throat as she recoiled back instinctively, expecting the beast to attack any second.

"Get away!" She panicked the beast and immediately greeted the beast with her foot right across its face. The only difference it made was to cause the best growl even more and advanced toward her.

"Stay back! I, I have powers, and I _will_ use them!" She threatened despite of trembling herself and finding her threat hardly fazing the wolf, she made a dash for the exit of the cave.

But, instead the wolf-beast stepped between her paths, blocking it and let out another growl in a threatening manner.

This knocked the bewildered Saturn Girl off her feet and to the floor. "Okay, I'm not leaving." She relented raising her hands in surrender. "Just, don't eat me." She pleaded, terrified before the wolf-beast picks her up by the back of her suit and drags her back near the fire with ease.

A horror look crossed her face at the trepidation of the wolf going to roast her on fire but it soon replaced by confusion as it left her near the fire and instead took a seat on the other end. It wasn't going to roast her? She breathed a sigh of relief.

Saturn Girl sat up and thought of starting a conversation. "Nice place you got here..." She complemented rather awkwardly while rubbing the back of her head in the sheepish manner. "Who built this fire?" She asked. "Did you?" While she wasn't sure whether the beast could even talk, let alone answer her but she figured it was better than saying nothing at all.

The beast stood up and walked over to her again and kneeling beside her, it began drawing something in the soil with its clawed-finger. "Are...are you trying to tell me something?" She asked stunned at a beast trying to converse with her and it turned into utter surprise when another growl escape it mouth as if saying 'yes'.

The wolf continued drawing whatever it was wishing for but messed it up and wiped it off and held its head in frustration. "If you'll let me read your mind I can..." Saturn Girl offered before realizing something and a groan escaped her lips. "Wait, why do I need permission? It's a monster." She wondered aloud before putting her hand to its head and her other hand on her temple.

Saturn Girl's eyes glow pink and flashes of Dr. Londo and an experimenting table materialized into view followed by the creature being transformed into the very same monster. It jumped back roaring in what seemed like to be in pain but enrage no less.

Saturn Girl stood up on her feet, stunned. "What have they done to you?" She asked in bewilderment as it howled again.

"GET AWAY FROM HER!"

Saturn Girl and the wolf-beast turned toward the entrance to find Lightning Lad, Superman and Blitzwolfer approaching them rather fast.

But what caught Saturn Girl attention was the Winathian charging up a fist for a lightning blast. "No! It's not what you-!" She was cut off as Lightning Lad shot forth a lightning bolt.

The wolf creature stepped in front of the Titanian as if to protect her and took the full blunt force of the attack causing him to be knocked into the latter one and unintentionally crash her against the wall, knocking her out cold...again. It towered over her, examining whether if she was okay but instead was tackled by a grey blur. It was none other than Blitzwolfer who tossed it into the wall, while Lightning Lad checked on Saturn Girl.

"How is she?" The Loboan questioned.

"She's just knocked out." The Winathian replied before shifting his attention toward the beast. " _He_ on the other hand won't be so lucky!" He yelled and charged up another of his signature attack.

However, the wolf was faster and far more agile to let such an attack to hit him again and instead leaped to the side to avoid the projectile. Noting a movement to its right, it lashed out with its other arm and with a nick of time to spare; it grabbed the end of spiked rock used by Superman to impale him. Growling, he swung the rock with its other end and smashed it along with Superman into the ground below before launching it at a slightly stunned Winathian and decking him into the wall behind and eventually, pinning him to the floor with the overweighting rock.

It shifted its attention to the advancing Blitzwolfer. "Why don't you pick on someone your own species?" The Loboan quipped.

The wolf-beast responded with a feral growl and flexed claws, which Blitzwolfer happily returned with his own similar gestures.

Both the wolves stared each other down like cowboys in a western standoff, before both of them let out their respective battle cries in the form of howls echoing throughout the cave and lunged at each other.

They crashed and traded a flurry of swift and strong punches, agile kicks and sharpened claw attacks. Both let out feral growls and barks at each other, signalling that neither side was giving in to other.

The wolf-beast lashed out with its right fist aimed to impale Blitzwolfer right on face only for the latter one to block it with the back of his hand and grab it before twisting around and swinging the beast overhead and decking it into the ground with a loud thud. Rearing back his fist, Blitzwolfer went to smash the wild wolf directly into the face only for it roll out of the path and Blitzwolfer's fist creating a mild crater instead into the ground.

The wolf beast retaliates with grabbing the Loboan by his tail and tossing him back-first into the cave wall and creating another dent into the cave wall.

Blitzwolfer let out a growl and charges forward with the beast following likewise; the Loboan lashing out with his right fist. Ducking beneath the assaulting limb, the beast delivered an uppercut into the Loboan jaw and sending him staggering backward. Steadying himself, Blitzwolfer dashed forward at an astounding speed and rammed his body straight into the wolf beast before they were both careening backward under the force of the impact.

However, the wolf beast managed to dig its feet into the ground and halted their movement and the two opposing wolves ended up grappling, both trying their best to overpower the other in strength. They seemed to be even at first, neither of them losing the ground as they fought for dominance; but to Blitzwolfer's utter shock, his strength began to dwindle in comparison to that of the beast as he was forced on one knee while cringing in pain from the feeling of his knuckles breaking. Apparently whatever Dr. Londo did to this creature has drastically amplified its strength as well.

It only got worse when the beast drew Blitzwolfer in for a bite on his left shoulder. The Loboan grits his teeth to keep the painful cry pinned in his mouth from the painful injections of the fangs ripping into his flesh.

Thinking quickly, Blitzwolfer opens his quadra-hinged muzzle wide and lets out green waves of sonic energy that not only forced the beast to loosen its fangs and grasp on his arms, but also send it crashing into the farther end of cave wall while howling in unbearable pain.

Ceasing his attack momentarily, Blitzwolfer looked at his wounded shoulder in puzzlement. He knew he had to end this battle quickly if he doesn't want another injury like that.

Once the wolf-beast recovered, it practically roared at the Loboan and extending its claws, it charges at the Blitzwolfer to deliver the finishing blow; Blitzwolfer responded with a likewise attack of his own but also putting more pressure on his feet, his speed was risen momentarily.

Once they were within each other's range, the two wolves lashed out with their claws and swipes at each other and in a blink, Blitzwolfer and the wolf-beast were now ten feet apart from each other with their back to each other.

A moment of silence went by with the only noise of heavy and strained breathing from the duo after the tough battle before the wolf-beast's eyes roll to the back of its head, wheezes and collapses down on its back with a loud 'thud'.

Recovering from his exhaustion, Blitzwolfer turned to the beast and gave a toothy smirk. "Sorry buddy, but _I'm_ the top dog around here now."

Lightning Lad and Superman had also recovered by then and they all approached the defeated beast. Its chest was steadily heaving up and down, indicating it was still alive. That was something Lightning Lad was about to change when he charged up his signature attack and prepared to zap the wolf to oblivion, but was intervened by Superman.

"I think Ben's already gotten him." He told him; his firm grasp on Lightning Lad's wrist sent the message loud and clear. The latter one simply pulled back his limb and glared at the unconscious beast.

"Remember, Dr. Londo wants us to bring it back _alive_." Blitzwolfer reminded him.

The Winathian huffed in annoyance. "Fine, whatever. Let's grab it and get the hell outta here. I think I've had enough jungle for one day." He said as he created an electric net to contain the beast in case it woke up and became a nuisance again.

As Lightning Lad picks up Saturn Girl in bridal style, Superman grabbed the beast and carried it. The trio walk out the cave when suddenly, Blitzwolfer's ears twitched ever so slightly.

"Something wrong?" Superman noted the demeanour of the Loboan.

"I heard something, not too far from here." He answered before sniffing the air. It was faint, but it there was no doubt that it was sweat and...Fear. As Blitzwolfer and Wildmutt, Ben has ability to recognize the aroma of a certain pheromone secreted by humans or animals when they were afraid or panicked. In this case, the pheromone was coming from a certain animal not too far from where they were.

"You guys go on ahead." The Loboan told the other. "I'm gonna go investigate something."

"Alright." Lightning Lad nodded. "Don't take too long."

"Take care." Superman warned the Omnitrix wielder.

The three then split up; Lightning Lad and Superman flying back to the facility along with Saturn Girl and the wolf-beast; while Blitzwolfer sprinted off into the direction his nose lead him to find the source of the smell.

...

Back in the facility hanger, Brainiac-5 continued working on the ship whilst Dawnstar helped him out. Right now he was using a blow-torch in his hand on the circuits.

"I'm not worried." He stated and Dawnstar rolled her eyes. "There's no reason to worry."

"And even if there were, Bouncing Boy can take care of himself." He stated as a matter-of-factly.

"Brainy, why don't you just go find him already?" She suggested with slight annoyance.

The Coluan nodded and flew down and opened the door.

The second he did, a gasp escapes his mouth at the sight of the Bouncing Boy pinned on the floor, tied up in glowing blue ropes courtesy of those robots.

"Little help here?" He asked urgently.

"Hold still!" Brainiac-5 exclaimed before extending all his fingers and connected them with each of the robots in an instant. He sends out white electric energy waves that electrocuted all the robots, causing them to malfunction before blowing into bits and pieces. Bouncing Boy was released in the process.

Brainiac-5 ran over to him and offered his hand to help him up. Bouncing Boy smiled. "Nice save there." He commented accepting the hand.

"Thank you. I improvised." Brainiac-5 replied with his own smile. As, he pulled him up, Dawnstar walked out, having heard the commotion from inside the hangar.

"What happened here?" The winged-girl asked.

"I was attacked." Bouncing Boy stressed out. Before he explained further, the trio heard what sounded like animal growls from down the hall.

"Come on." Brainiac-5 lead them and round a corner to see a room; likely Dr. Londo's laboratory. Peeking into the room, the group was greeted with the sight of several animal claws were scratching at the various cages bar from inside as if they were trying to break free.

"Don't leave the hanger, huh? I can see why?" Bouncing Boy quipped.

"I assume we'll be snooping!" Brainiac-5 stated with a smirk while Dawnstar and Bouncing Boy mimicked his expression.

"Damn straight." Dawnstar answered before they flew inside.

While looking around the lab, Dawnstar noticed an odd looking device kept on the table and had glass over it. Upon closer inspection, she noted that it was rather hexagonal-shaped and colored red-and-silver. The symbol on the centre looked like an open mouth with sharp teeth. The meta-human removes the glass and inspects the device in her hand. For some reason, it reminded her of Ben's Omnitrix…

...

Back in the forest, Blitzwolfer was drawing closer to the source of the smell. As he did, his sensitive ears perked up at what sounded like canine growls and another one that sounded more like whimpering.

Blitzwolfer peeks from over some bushes and his eyes widened at what he caught sight of. The Loboan noticed what appeared to be five large wolf-like creatures, but rather of a different species than himself. They were brownish-orange with spikes on certain areas, had green eyes, as well as white muzzles and underbellies, and they each possessed deadly fangs that were purposed for ripping flesh. Each of the wolves had predatory gazes, as if they were ready to pounce on prey. Blitzwolfer glanced down to find the subject of interest upon which the wolves were ganging up on and his eyes widened further in shock.

It appeared to be a young pup of the same species as the wolves. While it did share the smaller spikes, green eyes and white areas, the only difference was its fur color: red. The poor pup was cornered against a boulder as its own kind prepared to end its life. Giving off another frightened whimper, the alien wolf pup closes its eyes and puts its paws on its head, waiting for its inevitable demise.

One of the wolves roared and lunges at the pup, ready to sink its fangs and claws into it with clear intention to rip it apart, only for it tackled by a grey blur and was pushed back into the others. The big wolves and the pup stared in shock and surprise to see Blitzwolfer, glowering at the older wolves while standing protectively over the pup.

"Not so tough when you're up against someone who can fight back, are you?" Blitzwolfer snarled flexing his claws as if daring the older wolves to even make a move. If there's one thing Ben couldn't stand, it was bullies ganging up on the small and weak, whether they are people or animals.

The pup was _really_ surprised of how for the first time in its young life, another animal was protecting it instead of trying to kill it like its own pack. Speaking of the pack, they growled angrily at Blitzwolfer for interfering with their kill.

The one who was thrown into its gang earlier lunged at the Loboan intending to tear him to shreds. Using his superior strength, Blitzwolfer easily countered with the back of his right arm, pushing the assailant away and followed quickly after with powerful a sonic howl that send the remaining wolves also skidding backward but failed to inflict any serious injury.

"Wanna see something hot!" Blitzwolfer growled before slapping the Omnitrix dial and transformed into...

 **"NRG!"** The armored energy being proclaimed before his hands began glowing reddish-orange and slams his fists on the ground, which instantly melted and created a lava pool threatening to consume anyone around it and eventually separating him and the pup from the pack.

Needless to say, the pack, now scared, retreated back from wherever they had come from for all Ben cared. Behind his vented helmet, NRG smirked in satisfaction. "That'll learn 'em." He touches the dial again and reverts back to human form.

Ben brings his attention back to the pup, who was still staring at him in awe. The teen walks over to it and the pup returns to its rather shaky timid state. Ben couldn't blame it. After being on the brink of death by its own pack, of course it'd be wary about others.

With a gentle smile, Ben said. "Don't worry, little guy. It's okay. I'm not here to hurt you." He assured it but the pup didn't seem to be convinced. It gave a threatening snarl and barked at the human, warning him to leave it alone.

But Ben wasn't intimidated at all. In fact he actually found it adorable. "Really, I won't." He kneels down and gently patting it on its back, he picks it up. The latter one struggles to break free, but the grasp was too firm for that. "You don't have to be scared." He gently rubs pup's back, effectively calming it down. The pup stares at Ben in awe. "Told ya. I won't hurt ya." He smiled before the pup licks his cheek, earning a good laugh from the Omnitrix wielder.

...

Meanwhile, Lightning Lad and Superman continued flying over the forest with Saturn Girl and the wolf-beast in tow, the latter one had regained consciousness and was struggling to break free.

"Easy fella, I don't want to drop you." Superman told the creature.

"Go ahead, save us the hassle." Lightning Lad muttered angrily.

Deciding to change the subject instead of enraging the Winathian any further, the Kryptonian questioned. "Is she going to be okay?"

"Yeah, it's a healing trance." Lighting Lad explained. "Be careful what you say though, sometimes she can hear you...found that out the hard way." He mumbled the last bit as they continued flying.

Back at the facility, Dawnstar, Bouncing boy and Brainiac-5 were outside the building, hiding from the security robots that seemed to be hunting each of them, when Bouncing Boy tried communicating with the others.

"Stop! Londo will no doubt be monitoring communicator traffic. Perhaps if I think hard enough, Saturn Girl might just notice my brain waves." The Coluan stated with both hands on his head trying to concentrate.

"...or I could just do this." Dawnstar proclaimed blowing her cover and shouting. "HEY GUYS! OVER HERE!" She yelled and the two flew down to them.

"Looks like they caught it." Bouncing Boy remarked.

When the boys landed, their eyes caught sight of the knocked-out Saturn Girl on Lightning Lad's arms.

"Uh-oh, healing trance," Bouncing Boy realized.

"Is she okay?" Dawnstar asked worriedly.

"She better be." Lightning Lad replied, a little unsure himself.

"Dr. Londo is conducting outlawed experiments on the indigenous life forms here." Brainiac-5 took the opportunity to inform others. "This creature is undoubtedly connected." He stated as Dawnstar put her hand on the beast's head.

"What do you think it is?" Dawnstar asked.

"...Not what, who." The now awakened Saturn Girl spoke up, then noticed her position and gave Lightning Lad an annoyed look. "And you can put me down, now." She told him bitterly.

"How about a little gratitude, we just saved you from this thing." The later one retorted, though compiling nonetheless.

Titanian stood on her feet and fixes her hair. "It wasn't going to hurt me; if you hadn't charged in fists-a-zapping; I would've told you that." She stressed walking over to the wolf creature. "I don't think Dr. Londo hasn't been completely honest with us."

"Y-You're not going to let it loose are you?" Bouncing boy asked fearfully.

"We have nothing to worry about...hopefully." It wasn't that convincing but Saturn Girl makes the net fade away, freeing the beast. It stood up letting out an animalistic roar before it suddenly dropped its arms in exhaustion.

"I'd feel more comfortable if we did this on the ship." Brainiac-5 insisted.

"I doubt _he_ would." Saturn Girl replied. "And for what I'm about to do we need him as calm as possible." She explained preparing to use her powers.

"In case things get a little hairy." Lightning Lad smirked charging his hands with his signature attack. This only earned him a look from Saturn Girl that said _'put a cork in it'_ and he begrudgingly levels his powers down "Fine." He sighed reluctantly.

Ignoring the Winathian, Saturn Girl used her mind powers to flash everyone the projected images of what had happened to the beast during Dr. Londo's experimenting. They saw the Doctor placing an operation mask over someone, an arm that grows fur and claws, and the Doctor pulling a lever, with the struggling beast strapped to the operating table.

" _Yes. It's perfect."_

That final image causes it to rear up its head and howl in unimaginable pain.

"You aren't a monster, you have control." Saturn Girl spoke clearly.

Suddenly, the beast's body appeared to shrink a bit and gained a more humanoid form; he turned into a 6'2 male teenager with grey fur, long black hair with a singular white streak from the center of his forehead, and long wolf-like ears. He was also wearing red pants. With fatigue overwhelming him, he fell down on his hands and knees.

"Interesting." Brainy spoke sounding intrigued. "He must have been in some kind of super agitated state." He assessed by poking the male rather cautiously.

"Do you mind?" The wolf-teen asked in annoyance, looking up causing Brainy to back away in shock.

"Have you...got a name?" Superman questioned as the male noticed everyone.

However, before he could answer, another voice beat him to it. "His name is Brin, Brin Londo." Dr. Londo answered from above them. He was surrounded by monster-like animals as well as hovering robots; all of them ready to pounce at them in a flick.

"Welcome home son." He said with a cocky smile plastered on his face before he faced the team. "Well done Legion, I could've never brought him back on my own."

The teens all glared angrily at the Doctor who deceived them.

"You used us, that distress call was a fake." Superman accused.

"There is nothing more distressing than to lose a child." retorted Londo.

Brin growled in anger at the response.

"Brin, don't let him get to you." Saturn Girl instructed the wolf-like teen. " _You're_ in control, remember?" She reminded Brin, who relaxed and smiled at the assurance provided.

"You better think of your next move, Doc." Dawnstar warned the true bad guy.

"How about...Back off?" Lightning Lad added in smirking himself.

"No more experiments, I'm through." Brin told his father in a dead serious tone. "You'll never lay another finger on me again." He declared in a deep cold voice which would make most people shiver in fear.

"Then you leave me no choice. Take them all." Dr. Londo commanded and his rather interesting army charged upon the group of heroes.

Superman charged up and used his brute strength to break through three robots disabling them; Dawnstar grabbed two robots by their heads near her and crashed them into each other and leaving them headless.

Saturn Girl created an illusionary image of Londo holding a device that was projecting electricity to scare the beasts away only for robots to charge at her. She flew away from her assailants but they were too fast for some machines and caught up her side and next thing she knew was her back greeting the ground and a gasp leaving her throat.

As a machine prepared to deliver the finishing blow, Brin; with a feral growl, lunged at it and ripped off its head, smashing and tearing it into shred and smirks in satisfaction at his handiwork, which Saturn Girl returned with her own.

Lightning Lad used his amplified lightning attacks to keep most enemies at bay while some drones getting caught in the fire were blown up into smithereens as Bouncing Boy carried Brainiac-5, the latter one was spinning his hands round like sharp razor fans, blowing a load of them away.

"Suggestion, you should deflate." Brainy told the round meta-human.

"Thanks, but I think I know when to use my powers." Bouncing Boy retorted impassively only to be greeted with a body collision courtesy of a robot that had him bouncing around uncontrollably.

Not really in mood for a rather hectic ride of his life, Brainiac-5 leaps off his partner and extended his arms aiming toward the machine who had caught them by surprise. A bolt of lightning shot forth only for it to be somehow redirected back at him by the drone. Stunned by sudden change in event; Brainiac-5 brought up his arms in feeble attempt before he was zapped by his own attack.

"You're pretty good." Brainiac-5 admitted ducking beneath the wild swing before stepping back to avoid another hook from the robot.

He somersaults over the robot as the latter one's armored arms came down on where he stood a second before; Brainiac-5 stretched his right arm out and descending downward, he sliced the robot's own arms off. Then with a smug smile on his face, he twisted around with his other arm lashed out before the machine was completely dismantled and destroyed. "But I'm the one with the twelfth level intelligence." He smirked rubbing his shoulder.

Superman shot away a couple of robots with his heat vision. Bending his knee slightly forward, he sped through the dense smoke cloud. However, he barely had any time to register the monsters' sudden appearance before they all dog-piled the Man of Steel.

However, the latter one merely pushed through them despite the growing numbers upon him before he burst through them with rather relatively ease. "Dog pile?" He smirked. "That's so junior varsity." He commented dropping down creating a mild shockwave but strong enough to affectively send all of them jolting backward as an aftermath.

Brin and Lightning Lad were standing back to back against each other; the former one facing a couple of robots while two monsters were charging at the latter one.

"Switch?" Brin asked only for Lightning Lad to leap overhead him and shot at the robots.

The Winathian charged a lightning bolt before hurling it down at the robots and blowing them up to pieces. "This doesn't make us buddies or anything." He stated as Brin lunged at the approaching monsters and body slamming them, sending them reeling backward. With a smirk, he charged at more enemies.

At that moment, Ben entered into the fray with the pup in his arms and found himself before the Lightning Lad.

"Dude, where've you been?" Lightning Lad asked slightly agitated. His eyes shifted upon the pup. "And uh...what's with the dog?" He asked in confusion.

"Long story." Ben replied nonchalantly before he noticed Brin attacking the robots. He stared in surprised. "Why does the wolf guy look more human?" He asked.

"Long story." Ben face-faulted at the reply from Lightning Lad. "Just know that _he's_ the good guy, and Dr. Londo's the _real_ bad guy." He added in as he fired another lightning bolt at more approaching robots.

"Fair enough." Ben nodded kneeling down and putting the pup on the ground. "Stay." He told it firmly like a dog owner would.

Ben stood back up on his feet. "More hostile robots, huh?" He smirked before he activates the Omnitrix and the holo-ring pops up. "Nothing a little magnetic treatment from Doctor Lodestar can't fix." He quipped before slamming down the dial and was enveloped in green light.

Once the familiar green flash disappeared, rather than Lodestar, standing in Ben's place on all four limbs, was a light-orange creature that looked to be the cross of a dog, gorilla, and lion. It had no eyes, ears, nose, or tail, and was roughly the size of a car. Its teeth are much defined and stick out of its mouth. It had three gill-like nostrils located on both side of its neck.

This was one of Ben's original ten transformations, **Wildmutt**.

Ben let out a series of howls and snarls, exclaiming his name in the alien's language.

Ben looks at himself and growls in frustration about turning into the wrong alien. However, with no time to waste, he did what he did best: using whatever the Omnitrix gave him to his advantage as always.

Wildmutt opened up his neck slits wider, letting in a plethora of various scents that created an image of the outside environment for him to see. Wildmutt's sonar-like vision detected three mechanical movements heading his way; they all fired laser beams at him, which the Vulpimancer easily evaded with his enhanced agility and fast reflex. Bending his knee forward, he somersaulted in the air and landed in front of one of the machines.

Wildmutt let out a roar and ripped off the arms of the robot before tearing its body in two; then swinging around and crushing the second robot's head with his clawed hand and grabbing it by its body, he hurled it into the third, destroying them consecutively.

More drones tried to ambush him only for him to charge abruptly upon them and slashing and jabbing at them and tearing them apart with sparks flickering around.

Suddenly, the Vulpimancer detects some massive movement from behind, and by the time he turns around, a tail greeted him and sends him crashing into a tree, snapping it into half. Shaking his head to blink away the dizziness, Wildmutt looks to see a large white Salamander-like monster; at least twice Wildmutt's size, with red eyes, three purple toes on each limb and gray spikes on its back.

Hovering next to the Salamander, Dr Londo looks at Wildmutt with interest. "A Vulpimancer." He said, easily recognizing Wildmutt's species. "I've wanted to study one for some time. You'll be the perfect addition to my next batch of experiments." He sneered eagerly.

Since the eyeless Wildmutt couldn't glare at Dr Londo, he settled for giving him a threatening growl. Who was this guy? Dr. Animo's long lost brother or something? Darn it. He would have believed him as Dr. Animo if it wasn't for the scent giving his identity off.

"Take him down." Dr. Londo ordered and the Salamander-like beast opened its mouth, releasing a long, thick purple tongue at Wildmutt, who narrowly dodges with a nick of second to spare.

Wildmutt charges at the Salamander, only for it to knock Wildmutt off his feet with its tail before wrapping its purple tongue around his torso and consecutively smashes him in the ground a few times before flinging him toward another tree.

Wildmutt tries to get back up only for the Salamander to pin him down with its front foot, causing him to struggle. The Salamander prepared to finish him off, but suddenly hissed in pain.

Wildmutt is momentarily confused before he looks behind the giant Salamander and noticed the wolf pup biting into its tail with its sharp fangs. Hissing in anger, the Salamander swings its tail a few times before finally freeing himself from the pup. Fortunately the pup landed on its feet, and glared up to find the Salamander slowly approaching it. Rather than become timid, instead the pup snarled at the Salamander and barks repeatedly at it, futilely attempting to ward it off.

Wildmutt immediately slapped the Omnitrix disk and four prongs popped out. His body doubled in size as his fur turned into a maroon-red color. He now has four huge greyish-white spikes running down his back that overlap. These spikes start out as a shark-like fin at the head and rises almost into an arc over the back, tapering near the rump. He also now possessed a long tail where the tip has a horn, resembling a scorpion stinger. His lips are now black and the Ultimatrix dial is positioned on his chest.

 **"** **ULTIMATE WILDMUTT!"** He roared in a deep raspy voice before charging at the Salamander.

As the salamander-beast prepared to devour the pup, the hyper-evolved Vulpimancer tackles it to the side and away from the pup.

"Don't even think about it." Ultimate Wildmutt snarled.

The salamander retaliates by swinging its tail hoping to crush whatever dared to interrupt its meal.

Prepared this time, Ultimate Wildmutt leaped over head to dodge first swipe only for his opponent to swing its tail again. Using his enhanced agility, Ultimate Wildmutt caught the tail in his powerful jaws before jerking his head to the side and swinging the salamander across the ground, sending it tumbling further backward at the force.

Not giving up upon his temporary advantage, the hyper-evolved Vulpimancer somersaults over to the Salamander and brought his blade embedded tail downward in slashing manner, leaving behind a large wound, followed by sinking his fangs into its leg, causing it to hiss in pain.

Jerking his head backward, the Ultimate Wildmutt dragged the Salamander again across the floor before reeling his head backward and swinging around and eventually decking the monster into the ground creating a light crater causing it to let out a painful roar.

The pup barks happily as Ultimate Wildmutt continued to overpower the Salamander with ease before finally delivering a finishing blow and ending the battle instantly.

After finishing off the last monster, Brin set his sights on Dr. Londo causing him to immediately hover away on his machine from his own son giving him chase. This didn't go unnoticed as other also followed them into the facility. Dr. Londo ran down into his research lab and stupidly stumbled upon and eventually releasing the rest of the captured monsters in his lab, who in turn advanced on him.

"Go, attack!" He ordered, wishing the monsters would attack the Legion, but instead, they shared a glanced and continued their advanced toward him, much to the doctor's sheer shock. "No...Stop! I am your master!" He exclaimed backing away in fear and terror.

At that moment, Brin, along with the Legionnaires, arrived and the former one let out a mighty animalistic roar causing all the monsters to walk away silently. They did what expected of them; respecting their superior.

"I'd have let him get eaten." Lightning Lad stated impassively before Superman step forward and grabbed Londo by the coat. "Alright Doctor start talking." He ordered

Dr. Londo smiled, "Very well, what would you like to talk about first? My creations I suppose; perfect specimens, marvels of nature, but not nearly human enough. No I needed a better subject for my crowning achievement." He explained looking at his own son.

"So you used your own son." Saturn Girl summarized.

"You must be the _worst_ dad in existence." Dawnstar scolded angrily.

"It was to see him transform into the most formidable creature ever created for battle." Londo spoke as Brin let out a low menacing growl. "He should be thanking me, but no. He ran away before the process was complete." He snarled.

"Change him back!" Superman ordered, pinning Londo up against the wall; the weight and force actually caused the Doctor to inhale sharply.

"He can't, Superman." Brin interrupted the Kryptonian. "My DNA has already been altered too much for altering anymore." He explained. "This is as close to human as I'll ever get."

"But for how long? A day or a week? At topmost a year? You'll never be able to control yourself, Brin." Londo informed his son.

"Yes he will, and the Legion will be there to help." Saturn Girl defended.

"But there is one thing I don't get." Dawnstar said, catching everyone's attention. "What does this have to do with your experiments?" She asked, pulling out the device, she had grabbed earlier from the lab.

Ben, who had the pup resting on his right shoulder, widened his eyes at the device. "Dawnstar, let me see that." He asked more like ordering.

Confused, the winged-human compiled and handed the device over to Ben. The Omnitrix wielder studied the device and was now sure of what it was. He gave Dr. Londo rather a demanding glare and practically growled. "Where'd you get this Nemetrix?"

The Legionnaires, plus Brin all gave him confused looks. How did he know what the device was?

"Is that what you call that device?" Dr. Londo questioned. "Well, I stumbled across the 'Nemetrix' some time ago during my field research back on Earth. I found it aboard an abandoned ship and it appeared to not have been functional. So I took it with me in hopes of advancing my research. Primitive piece of tech, yes, but it intrigued me."

"Well you can throw your research plans out the window because I'm taking this with me." Ben declared, stuffing the Nemetrix in his pocket. "It's obviously not safe to leave it in _your_ hands."

"So what do we do with him?" Bouncing Boy asked, jerking his thumb at the doctor.

"This sector is outside any jurisdiction, not even intergalactic law can't touch me, and why would they? My work is a gift; I create life." Londo stated in a near smug manner.

"What you create is suffering, and the forest out there is filled with it." Brin glowered. "Children expect their parents to protect them. The only thing I've ever been to you is a science experiment; your own son!" He snapped before proceeding to destroy every bit of technology stuffed in that room while the Legion enjoyed the sight calmly.

Finally with tearing apart the final piece of technology, Brin stopped and faced his so-called father, breathed out heavily. "Never again!" He left along with the rest of the Legion as Londo hopelessly sank to his knees. Most of his life-long work and achievement was now destroyed and torn into pieces; what was he going to do now?!

A few minutes later, the teen heroes boarded their cruiser and took off from the forest planet while they could and as soon as possible.

"I still don't see how we're leaving the planet without functioning atmospheric thrusters." A bewildered Brainiac-5 stated.

"Improvised." Bouncing Boy stated in a smug tone.

Unbeknownst to them, from under the ship, a smirking Superman was using his super strength to push it out of orbit.

* * *

Later on...

"Well, what do you think?" Bouncing Boy questioned.

They'd found a new set of clothes for Brin to wear: a black, v-necked vest stopping at mid-chest (leaving a tuft of grey fur exposed), orange lines forming a 'wolf head' starting from his shoulders to his waist. The eyes were gold (same as his scleras giving him an intimidating four-eyed look at a distance) and are located mid-chest. He also had black pants with orange lines on the side stopping at mid-thigh. His boots are out of a lightweight but durable material. The boots go up to mid-shin, orange lines on the boots are connected to his big toe and little toe with three black with orange in the middle straps on his calves. Finally he also wore blackish brown gloves up to mid-forearms.

"Umm, a little tight." Brin replied, observing his outfit.

"You'll get used to it, eventually." Superman smirked.

"We can find you something else to wear." Saturn Girl offered.

"Nah, I think it suits him." Dawnstar commented.

"It's not the uniform, what if he's right? What if I can't control this monster inside of me?" Brin shook his head at the uncertainty in his voice.

Lighting Lad pats him on his shoulder, "Don't worry; we've got your back. Just...watch the claws." He added cautiously.

"Hm, it's a deal." Brin smiled.

"Are you ready?" Superman asked and then opened a black box to reveal a Legionnaire belt with a flight ring.

The wolf teen puts the belt on around his waist and the ring on his right middle finger. He then raised his hand and exclaimed. "To the Legion of superheroes, I make this solemn pledge; to use my powers for good, to fight for justice and protect the innocent, to aid my fellow legionnaires in times of peril and to keep their secrets safe. I choose a new name to honour the heroes of the past, I am...Timberwolf!"

"YAY WOLVES!" Dawnstar grinned happily and glomped the fuzzy teen, while the team, including the Legionnaires on the surrounding screens applauded. Even the wolf pup barked happily for Timber Wolf's achievement.

Then Brainiac-5 recalled something. "Ben," The said one faced him. "I've been meaning to ask; how did you know what that device that Dr. Londo had been?" He asked as everyone directed their attention toward him.

Ben took out the device from his pocket. "You mean this? It's called the Nemetrix." He said. "It's sort of like a cheap knock-off version of my Omnitrix, but instead transforming the user into my aliens, it turns them into their predators." He explained, earning astonished looks from the others.

"How do you know that stuff?" Lightning Lad asked.

"One of my old enemies; his name was Khyber, the self-proclaimed best huntsman." Ben answered nonchalantly. "Back when he tried hunting me for a trophy, he used the Nemetrix on his dog, allowing it to transform into just about any predator of some of the aliens I could turn into. Fighting it wasn't easy, believe me."

"Wow, sure is a good thing Dawnstar took it before Dr. Londo figured out how it works, huh?" Bouncing Boy remarked.

"So what are you going to do with it?" Saturn Girl asked.

Ben thought about it for a moment; he wasn't sure on what to do with a dangerous weapon like the Nemetrix apart from keeping it as a souvenir, but Ben felt that he could do more with it in his possession. He then felt something rubbing against his leg and looked down to see the wolf pup rubbing its head against him before looking up at him, his tongue stuck out and innocently wagging its cute little tail.

Ben stares at the pup for a moment, and then looks back at the Nemetrix and back at the pup again. He smirks while rubbing his chin with a finger as he contemplated the fact. "Hmmm."

...

Later back at HQ, the team was in Brainy's lab waiting patiently for the Nemetrix to be repaired. On a work table, working on the Nemetrix is a grey skinned, bipedal frog-like alien that is only four inches tall with large green eyes, which have rectangular pupils. He wore a green jumpsuit with a black belt. His suit has a black collar covering his long neck, wore black, fingerless gloves with a green rectangle on the back, and the Omnitrix dial is on his back.

 **Grey Matter** does some final rewiring with the Nemetrix and closes the top part. Then he presses it and the Nemetrix base color shifts from red to green. "Okay, that should do it." The Galvan proclaimed, dusting his hands. "By re-configuring the DNA and altering function of the Nemetrix; I've restored its purpose of rearrange DNA molecules of the wearer to the desired sample it currently stores." He explained before tapping the Omnitrix dial and reverts back into Ben. "In other words, our little friend here can now turn into whatever predator alien he picks from the Nemetrix." He simplified his explanation as he puts the green Nemetrix around the pup's neck like a collar. "Okay boy, show them how it works."

The pup barked an affirmative before the Nemetrix glows with green energy, as does his eyes. The pup's body grew and swelled up until it transformed into a large, purplish-grey, bee/moth-like creature. He now had sharp fangs, four legs, two sharp teeth, a dual-stinger on his tail, two antennae on his head, four rapidly beating wings and green eyes. The giant insect gave a low screech noise.

The teens, minus Ben who was smiling proudly at his accomplishment, stared in shock at the major transformation of a cute and fluffy wolf pup to a giant predatory insect-like creature.

"Whoa!" Dawnstar breathed in awe.

"Astounding!" Brainiac-5 commented, who was the most awed of the group. "A Psycholeopterran; predatory alien of Necrofriggians. They all died out from being poached to extinction centuries ago." He stated.

"Is that its alien name?" Ben asked. "I usually just call it 'Hypnotick'." He stated before Hypnotick shrank back into the adorable wolf pup Ben had rescued, which gave another happy bark.

"Aww, he's kinda cute." Dawnstar gushed. "Well you know, for something that looks like he wants to rip your face off anyway. So what are you going to name him?" She asked Ben.

"I have always wanted a pet named Comet myself." Saturn Girl wondered.

"Perhaps Proty?" Brainiac-5 suggested. "Or maybe something more in keeping with his newfound ability to transform, like Metamorpho, after the member of the Justice League?"

"Ooh, how about 'Krypto'?" Superman suggested, earning him a menacing snarl from the pup.

"Yeah, let's not. You can name your next dog that, farm boy." Ben smirked.

"So what _are_ you going to call him then?" Timber Wolf questioned, coming up with nothing suitable.

Ben smirks. "I'm actually thinking 'Snarl'." He answered earnestly.

Superman blinked at this. "'Snarl'?" He repeated. "Seriously Ben, that's the best _you_ of all people can think of for a name?"

Ben shrugs. "What? It's awesome and it's what he does." He pointed out.

"No kidding." Dawnstar nodded in agreement.

"It certainly does fit. Isn't that right, Snarl?" Saturn Girl asked the pup with a smile.

'Snarl' barks happily at the name given to him by his new owner. The latter one beams smugly. "Told you. Awesome."

Lightning Lad shakes his head, "You guys can call that mutt Streaky the Supercat for all I care. Just remember he's also called 'House-broken'. 'Cause I'm _so_ not cleaning up after him."

 **Credit to Zero 10 for editing anf Codecrash for the idea of Ben having an alien wolf pet with the Nemetrix. Note: Snarl is based off the alien wolves frim the dcau Justice League episode "Hereafter part 2".**

 **Please read and review and I'll see you soon.**


	4. Legacy

**Disclaimer: I don't own Ben 10 or Legion of Superheroes.**

 **Legacy**

The city was busy as always in New Metropolis. So busy that one would fail to notice a machine...or what could be distinguished for a robot, climbing the roof of a tall building.

 _"Is all this really so terribly necessary?"_ A voice asked from within a small screen inside the robotic suit.

The female operating the suit smirked. "Yep." She answered and continued moving the robot toward the edge of the roof. "Come on, Woodhouse, live a little." She grinned leaping off the roof, letting out a exhilarating bellow all the way.

"WOOOOHOOOOOO!"

Wings deployed out from the back of the robot and she soared through the sky. She flew through a holographic billboard and had almost crashed into some flying cars.

Just then a beeping noise alerted Woodhouse. _"Having a bit of trouble."_ Woodhouse stated.

"Nothing to worry about." She replied and tapped the eject button, but much to her shock, it flashed 'ERROR!' "The ejector's not working." She realized. "But I can handle this." Her voice was filled with confidence as her robot suit continued to descend downward. Just as it was about to collide with the ground, its plummet was ceased by the sudden appearance of Superman, who had caught with a second to spare.

As the future Man of Steel gingerly placed the robot suit onto the girl, a girl with long ginger colored hair, green eyes and freckles on the bridge of her nose, stepped out of the mechanical suit. Dusting herself, she faced the Superman.

"Thanks for the save." She waved in nonchalant manner and ambled over to her car.

"Uh, sure…anytime." He replied incoherently as the car flew away. "Who was that?" He wondered aloud.

* * *

Back at the Legion Clubhouse, it was quite quiet that day, except for the constant tapping noise of Brainiac-5's computer keys. The team was basically doing nothing except for staring at their holographic screens while Snarl slept next to Ben; but other than that, apparently nothing interesting was going on for them today that might change the boring atmosphere.

Just then, Superman flew in and landed in the middle of the room. "The weirdest thing just happened." He said sounding bewildered and gaining everyone's attention.

"Let me guess, you accidently walked into another trans-matter gate and ended up on Mars." Lightning Lad snidely guessed.

"Very funny," Superman replied sarcastically. "No, it's just, I met this girl."

Phantom Girl's interest piqued at the mention of a girl.

"Really? What's her name? What's she look like, ooh, is she cute?" The female Bgztlian dropped question in rapid succession eliciting eye rolls from few others.

"I hardly got a look at her; I don't even know her name." Superman admitted before he noticed a picture on Phantom Girl's screen. "Hey, that's her!" He pointed out.

Saturn Girl, Ben, Lightning Lad and Brainiac-5 weren't a second late as they all peeked over his shoulder to see the picture.

The Kryptonian noted the strange expressions on everyone's face. "What?"

"You know that's Alexis, right?" Phantom Girl asked with a quirked eyebrow.

"Richest girl in the galaxy? Even I know who Alexis is." Lightning Lad said, jerking a thumb at himself as if it was something to be proud of. Well, for him it was.

"I've seen her on TV a couple of times." Ben 10 added, recalling some of the live interviews he saw about Alexis.

"She takes the 'privileged but misunderstood' act to a _whole_ new level, and that's coming from an expert." Phantom Girl chimed in, gesturing to herself; a confident grin on her face.

"She has her own private planet called Makathor, collects rare Jovian power charms, and never wears the same shoes twice. Or...at least, that's what I think someone told me once." Saturn Girl added in.

"Girl's way out of your league, buddy." Lightning Lad remarked, playfully putting an arm around Superman's shoulder.

"No one's out of Superman's league. He's Superman." Brainiac-5 defended, earning a smile from the Kryptonian.

"Thanks, Brainy." Superman said in acknowledgement to the Coluan's words. "Guess it doesn't matter. Not like I'm ever going to run into her again." He shrugged.

A beeping noise interrupted the conversation before the Omnitrix wielder walked over to answer the door. The sliding doors opened to reveal a white, broad-shouldered robot as Superman walked up to it to examine the mechanical unit closely.

"For you, Master Superman." The Omnitrix wielder quipped, gesturing to the robot.

"Compliments of Alexis." The robot spoke in a posh accent then dropped something in his hand, bowed and rolled off. However, the robot was the least of anyones concern as they gathered around to see what it was it gave Superman when a holographic image appeared and Alexis's head materialized in display.

"Sooo, there's this Charity thing tonight that I have to go to, and you're coming with me. The invite has all the details, see ya there." The face smiled then disappeared. Needless to say, Superman had the eyes of everyone upon him.

"Guess I have plans tonight." Superman smiled.

"Yes you do, you and I are scheduled for patrol." Brainiac-5 reminded Superman.

"O-oh, we are?" He asked cocking an eyebrow, having not known about it.

"No problem, Ben and I'll cover for ya." Lightning Lad smirked.

"Yeah, you go on and have fun with your lady." Ben added with his own smirk. Then he slightly leans in and whispers. "Uh, think you can find out if she has friends?" He said winking.

"Superman, this is highly irregular." Brainiac-5 said, still not comfortable with him not helping with the assigned patrolling. "With the Scavengers on the loose, I've calculated the optimum schedule for reconnaissance and-"

"Wait, wait a minute." Superman cut him off. "The who?" He asked in confusion.

The Coluan turned round to face them; a surprised demeanor on his face. "Didn't you read my report?" He asked in disbelief, only to receive weird looks from each of them. "Did _any_ of you?"

Superman and Phantom Girl look more confused, Lightning Lad sheepishly rubs the back of his head, Saturn Girl puts a finger on her chin trying to remember, and Ben bit his lower lip while casting his gaze away.

They were enough of an answer for Brainiac-5 as he released a frustrated sigh and stomped away.

"Brainy, it was 150 pages long." Phantom Girl said in an exasperated tone.

"It was _132._ " The Coluan corrected as he walks up to his computer. "And if you had read it, you would know that the scavengers are a gang of technology thieves. My data indicates that New Metropolis is their next target." He explained as the others followed him into the room.

Ben shot a look to the Brainiac-5 "Seriously, you needed 132 pages to say that?"

"I've also mapped out a patrol scheme covering the most likely targets, and for Superman, a little sight-seeing." He finished but then noticed Superman's depressed look. "But I guess I could alter the plan." He sighed sadly.

Superman perked up at the mention of alteration, but noticed that the Coluan was the depressed one now. He walked over to him. "What if I make it up to you? We'll patrol tomorrow, and the next night...you and me." He offered, perking up Brainiac-5.

"Really?!" Brainiac-5 asked sounding eager. He then realized what he did and composed himself. "I mean, that would be acceptable."

* * *

Later in the evening, Superman had arrived to the Charity party, where several other guests of the wealthy variety were present. Noticing their formal attire, Superman in his regular uniform, wondered if maybe he should've worn a suit, but his musings were cut off when he heard a beeping noise emitting from his Legionnaire belt buckle.

"What's up Brainy?" He asked in a hushed tone, covering it with his cape.

 _"Just wanted to give you an update on the Scavengers."_ The Coluan's voice was heard from the other end.

"Go ahead." The Kryptonian replied.

 _"Currently there's nothing to report, but I'll keep you posted."_

Superman sweat dropped but quickly regained his composer and with sarcastic-filled voice, he spoke. "Thanks."

The Kryptonian mumbled something incoherently when a woman tapped him on the shoulder. "Check your...cape sir?" She asked sardonically eliciting few laughs from people around but Superman simply shook his head before the woman walked away

"I must have read the invitation wrong; I didn't realize this was a costume party." Some snobbish man rudely joked at Superman's expense, causing more laughter.

A scowl crossed Superman's face. He turned around to retort when a female voice beat him to it.

"Really? Then why'd you come looking like a stuffed morgue?" Superman turned to see a smirking Alexis with her hands on her hip. "Oh, is that you Court? I'm sorry that's how you always look, isn't it?"

The snobby man didn't seem to take the insult lightly as he walks away with a huff while Superman approached Alexis.

"Hey." She greeted him with a grin.

"Hey." came the reply.

"Charming as always Alexis." Three girls said sarcastically but equally snobbish.

Alexis laughed in response and then stopped and faced the Kryptonian. "We're leaving." She told him dryly and without waiting for a response, she headed out with Superman close behind.

"What about your party?"

"They got my cheque. That's the only reason they invite me to these things." Alexis answered, her tone indicating she couldn't care less about it.

"Although I can't say I'm disappointed to be returning home early for once." Woodhouse commented.

"So...then I guess this is a…goodnight." Superman said with uncertainty.

Alexis glances behind her to see a pale-skinned guy parking his motorbike. The ginger-haired beauty smirked. "I've got a better idea." She said before approaching the vehicle and leaping over it.

"Hey! That's my bike!" The guy protested, only to be ignored as Alexis throttled the vehicle and flew off into the air. She looked down at the Kryptonian. "Try to keep up." She dared and flew off. Superman let out a chuckle as he also took off after her whilst a sighing Woodhouse paid the guy money for the vehicle.

Just then, Superman's belt began beeping again.

 _"For tomorrow's patrol, I thought it would be fun to start in the Boston sector, then-"_

"Not a good time Brainy." Superman spoke cutting off the transmission.

...

After a few more minutes of flying, the two found themselves upon the roof of a big building that could be distinguished for a skyscraper.

"You're crazy!" Superman exclaimed playfully while Alexis puts a finger on her mouth. "Shsssh, keep quiet and follow me." She instructed as the Kryptonian compiled to her and entered into the building. They hid behind a wall to get past the guard and then she ran over to a panel; bending down, she began clicking buttons.

"I'm not so sure we should be doing this." Superman whispered.

"It's okay, I own the building." Alexis assured the Kryptonian.

Superman sent a bewildering stare as confusion was clearly visible on his face. "Then why are we sneaking around?" He asked, rubbing the back of his head in confusion.

Alexis opened a panel to reveal a tunnel. "Nothing fun about entering through a front door. Also, technically, you're not supposed to be here unsupervised." Alexis explained as she climbed into the tunnel. "A few problems with an experiment, now I don't know why the board of directions got so bent out of shape. The top ten floors look as good as new, don't they?" She asked as she climbed down the tunnel with the Kryptonian following her from behind. "As Metro Internet's largest shareholder, they're required to give me an office." She smiled opening a door in the end of tunnel reveal a large room filled with games and small robots.

"This is your office?" Superman asked in awe; never expecting to see such luxury filled room. Alexis simply smiled and with a shrug she walked off. "Cool." He smiled following her.

Alexis and Superman ended up playing some sort of holographic rugby game when the former one spoke. "Having all this stuff is okay, it's the pressure I could do without."

"Yeah, your work here seems very stressful." Superman admitted with a smile.

"Do you have any idea what it's like to have everyone expect you to grow up to be some great important person?" Alexis muttered with a depressed facial expression.

"Actually I do." Superman answered with a bit of a humorous chuckle.

"It's just that, I don't have a big thing I wanna do with my life. I just wanna be normal, tinker with my bots, have some friends, but I'm not even any good at that."

"You know I have a hard time making friends here too." Superman admitted recalling few events. "Most of the people, the Legion run into, all end up shooting at us." He stated weirdly. "…And, that's not the end of it."

* * *

Meanwhile on the other side of the city, the team was doing their best to fend off the Scavengers' attacks, the latter immobilizing and restricting the team's movement by raining down energy beams from the weapons attached to their forearms. Lighting Lad struggled to maintain his electric force field while countering with his elemental attack.

Ben, who took the form of Diamondhead, retaliated by firing crystal shards at the Scavangers. His sturdy, crystal body reflected most of the energy beams but to say that they were not hurting him and was not annoying would be an understatement. Instead, he seemed to be struggling to dodge their attacks despite displaying his better acrobatic movement in his current form. He placed both his palms on the ground before sharp crystal spikes tore through the ground and raced toward the Scavengers; the latter not ready were impaled and sent flying backward only for more to fill the gap. Growling in frustration, Diamondhead morphed his left arm into a crystal shield to block the energy beams. At least it would prevent him from having to bear the pain.

"Looks like we found the Scavengers." Saturn Girl said stepping to the side to avoid getting shot by a beam.

"Yeah, well right now I kinda wish we didn't." Diamondhead quipped as he continued launching shards from his right hand.

Saturn Girl back-flipped to dodge the shots before she proceeds to read their minds. "They want to add the weapons inside this depot to their arsenal." Her neck snapped around to another Scavenger who was targeting her only to receive a strong punch from Brainiac-5 who had his arm literally stretched out.

"You wouldn't need telepathy if you'd read my report." Brainiac-5 pointed out before deploying a purple energy shield. "I'm analyzing our options, conclusion, our plan should be-"

"Keep 'em out of the depot." Lightning Lad interrupted, pointing out the obvious and continued firing electric bolts.

"Got it." Phantom Girl replied.

"No problem." Diamondhead grinned as he launched himself at the enemies. Twisting his body around to break through the defense of a Scavenger, he used him to bat away few more Scavengers closing to him. Morphing his arms into sharp blades, he lunged at the group and swiped past them. Zeroing in on another group of assailants, he performed a tornado double swipe to dispatch them. "There's no end to them." He muttered in annoyance, before he slapped the Omnitrix dial, covering his body in a green flash.

When the light died away, standing in the Petrosapien's place was an eight-foot-tall, dark-blue humanoid, robotic beetle-like being. It had dark bluish-purplish armor, a long horn on the top of its head connected to a shorter protrusion at the back of its head, and a large silver mouth that spreads over part of its chest. It also possessed a belt and wristbands as well as green oval shaped eyes. The Omnitrix disk was on his chest.

 **"EATLE!"** The new form shouted before charging at the enemy horde. "Let's see how you fare against this."

The Scavengers weren't intimidated in the least and continued their attacks, only for the beams to once again harmlessly ricochet off his shiny armor. Closing in, Eatle punched away three of the Scavengers before delivering a head butt to another. One tried to attack him head on but was grabbed by the head and lifted off his feet. Though, it didn't prevent that Scavenger from aiming his weapon at Eatle's face, but the beetle-like alien merely snatches it away with his other hand.

"For me? You shouldn't have." Eatle quipped tossing the Scavenger aside and munching on the weapon. "Now let's see how you like it." The fin on top of his head began to illuminate green catching some of the Scavengers off guard and a green energy beam wiped them off their feet. "That's more like it."

Meanwhile, Phantom Girl phased through the floor and lifted a Scavenger by his feet and into the air before flinging him into two more enemies. She stepped forward breaking into another's defense and delivering a right hook into his gut and knocking him backward before she was forced to dodge some consecutive shots. She strides forward and punched away the one targeting her.

Saturn Girl went for a spin kick only for it to miss the target before a shot went right through her but surprisingly, her body fades in thin air. The stunned Scavenger snapped around toward the scream behind only to be kicked away by the real Saturn Girl.

While, she and others continued dispatching more of the Scavengers, more continued to fill in the voids much to their frustration. Eatle, Brainiac-5 and Lightning Lad continued protecting the doors from the Scavengers and blocked their path while others tried to dispatch more of the assailants.

"It's time to call superman." Brainy stated clearly.

"You know, it'd be a lot easier to listen to you, if you weren't so dang bossy. Besides, I don't need Superman's help to handle these clowns." Lightning Lad smirked.

"May as well go with it, Brainy." Eatle suggested before he slapped the dial and transformed into...

 **"JETRAY!"** The Aerophibian proclaimed before he went airborne and fires neuroshock beams at more of the Scavengers.

...

"It feels like it's been a thousand years since I hung out and had fun like this." Superman smiled as his date scored another point.

"Don't you have friends in the Legion?" Alexis questioned.

"I do, but being in the Legion, don't leave much downtime."

...

The Legionnaires continued fighting off the Scavengers but were struggling to fend off the overwhelmingly increasing numbers of their enemy. No matter how many they take down, a new wave would replace them and continue the assault. Brainy was doing his best to protect his teammates when he saw an opportunity. As a few Scavengers fired at Saturn Girl, he stretched his arm out and punched them away before immediately deploying a glowing-purple shield deflecting all the shots aimed at him right back at the Scavengers.

"Keep fighting!" The apparent leader spoke up as they advanced on the Depot.

"You know, I think _now_ might be a good time to call Superman." Lightning Lad spoke.

"And do it fast." Jetray said, his eyes glowing emerald. "We're getting creamed here." He added in firing his signature neuroshock beams at the Scavengers.

Once again, Brainiac-5 tried to contact the Kryptonian.

"So, are you gonna stop letting me win now?" Alexis asked playfully.

"Was it that obvious?" Superman asked before his belt began beeping. "Oh Brainy." He sighed in annoyance. Why couldn't he just let him enjoy his date?

"You in this game or not?" Alexis raised an eyebrow as her date turned his communicator off.

"I'm in."

Brainy had put his shield down out of shock that Superman didn't answer his communicator.

"Well?" Lightning Lad asked.

"He turned off his communicator." He replied sadly, not noticing a Scavenger approaching him from behind.

"Brainy, move!" Lightning Lad yelled, and Brainiac-5 turned round but he was far too late as a shot fired toward him and the next second, he had lost one of his arms. The Coluan stumbled back upon the force of the attack and collapsed down on the ground, drifting away into unconsciousness before Lightning Lad could catch him.

Lighting Lad growled angrily while the Aerophibian lunged at the Scavengers to distract them away from his friends. Phantom Girl punched another Scavenger out her way and blocked the hook meant to bash her face before countering with her own consecutive multiple punches impaling the assailant several times in the torso while Saturn Girl kicked away two more on their back and sent them sprawling away as the floor rumbled and they turned to see Brainy unconscious.

"Brainy!" Saturn girl exclaimed as she saw Lightning Lad holding the teen.

Jetray eyes were dangerously narrowed. "Oh, now they've done it." He snarled before slapping the symbol again. He was now a nine feet tall, muscular orange and white bipedal tiger with one black claw coming out of the back of his hands. He has no tail and has green eyes. He has stripes on his shoulders, head, legs and upper body. He has a white jaw, neck, chest plates, hands and feet, and the Omnitrix symbol on his chest.

 **"RATH!"** The creature roared in a deep voice stomping his foot on the ground causing dust to kick off.

The scavengers in front of him stopped dead in their tracks as the Appoplexian let out an enraged roar before pointing his sharp claw at them. "LEMME TELL YA SOMETHIN', SCAVENGER JERKS! NOBODY SHOOTS ONE OF RATH'S FRIENDS, NOT WITHOUT ENTERING A WORLD OF HURT! NOW PREPARE TO FEEL THE PAIN!"

Rath crouched low like a real tiger and lunged at the scavengers before him catching them off guard. Slamming one's head into the floor while suplexing another, he backhanded another two and sent them hurtling on the ground. Two tried to jump him from the sides only to find Rath's claws jabbing into their armor before they were smashed together with great force that knocked them out instantly.

Rath stormed among the group punching and kicking anyone in range while also using them as tools to bat away the remaining. He delivered a powerful hook into yet another assailant before ramming his hand downward on the other and decking him into the ground. Bending down on all fours, he kicked off dust as he dodged several volleys of energy attacks before leaping at the group once more and came crashing down at them delivering the body assault.

The last standing Scavenger sneaked behind Rath and fired a volley of energy shots at the Appoplexian; the beams consuming him whole and causing smokes to rise from his body. That Scavenger smirked at his handiwork until his eyes fell upon a very angry Rath standing unscathed and looking very livid. The scavenger gulped down a lump in his throat as Rath let out a low growl.

"Grr…you think something like that can hurt Rath!? WELL RATH DOESN'T THINK SO! NOW LET RATH SHOW YOU HOW IT'S DONE!"

Rath lunged at the scavenger and before the latter could escape, he was grabbed by the head. "SOLARIS HEAD BUTT!" Rath rammed the front of his head into the enemy's, knocking him out as the scavenger was left in a dazed state.

Rath let out a roar of victory until he felt someone tap his shoulder. With a roar, he turned around, expecting another scavenger. "You wanna fight!?" He only saw Lightning Lad"

"Whoa, Ben! It's just me!" Lightning Lad defended waving his hand in front of him. Behind him stood Phantom Girl and Saturn Girl supporting injured Brainiac-5.

"Oh right…uh...you wanna fight!?" Rath shouted again balling his fist, causing Lightning Lad to sigh in irritation.

"Ben, why don't you first turn back to normal so we can get Brainy back to HQ?" The Winathian suggested.

"You don't tell Rath what to do!" The Appoplexian argued jerking a thumb upon himself. "Rath does whatever Rath wants to do!"

"Right, I know. So to switch forms is your idea." Lightning Lad reasoned, hoping it would work and it certainly did.

"Right!"

"So…"

"OK, changing forms." Rath said, letting out a disappointed sigh. Slapping the Omnitrix, Rath was enveloped in green flash before the light disappeared to reveal Ben back in his human form.

With that done, the team flew back to HQ to get Brainy repaired.

* * *

Later on the team arrived at the base to find Superman watching a news report about Alexis, when he noticed his teammate's presences.

"What took you guys?" Superman inquired as he approached the group. "Check it out, Alexis has this office right? Where every game is-" He trailed off when his sight caught Brainy's arm or to me more precise, what was left of it. "Hey, what happened to you?"

"Oh, he had a little run in with the Scavengers." Lightning Lad answered while his voice was full of sarcasm as Brainy regenerated his injured arm. "They got away. What happened to _you_?" He demanded in an annoyed tone.

"I called you during the fight; why didn't you answer?" Brainiac-5 inquired.

"You mean that was..." Superman shook his head as he felt guilty for ignoring that call earlier. "Ugh, guys I'm really sorry. I just figured it was one of Brainy's...er." He trailed off, after couldn't think of the correct word.

"Let me guess; regularly scheduled pointless updates? No wonder he turned you off." Phantom Girl spoke as he gave her a dirty and mean look.

"Incoming message; could be the reconnaissance data I requested or- oh, it's from her." An agitated Coluan said to Superman.

"Hey, Alexis got me tickets to the Polthorn races." Superman said in excitement before looking confused. "I have no idea what that is."

"Then you won't mind turning her down. We need you to help us find the scavengers, Superman." Brainac-5 turned around walked off before stopping. He tilted his head to the side. "And for your information, there's no 'Alexis' in 'team'." He finished then walked off.

"Ooh, someone needs a grouchy chip removed." Phantom Girl quipped.

"I don't think I've ever seen this side of Brainy before." Ben 10 remarked, noting how the usual composed and patient Coluan had suddenly been more aggravated since Superman started dating Alexis.

"He just thinks this mission's really important and wants all of us to take it seriously, that's all." Saturn Girl wondered aloud assuring others.

"He's right, I should have been there. I'll tell Alexis, she'll understand." Superman stated his voice and determination felt kind of weak; though he still set off.

Later, Superman had made it to the restaurant, where Alexis was waiting for him. She caught sight of Superman and waves to him, and the boy of steel responded with his own wave of hand.

"Hey. I already ordered for you." Alexis chirped as Superman took a seat.

"Thanks, but I can't stay."

"Someone needs rescuing from an out of control Mecca suit?" Alexis inquired nonchalantly while giving that signature smirk of hers.

"There are some bad guys on the loose and the team needs me." Superman explained the situation. "And, that is also why I can't go to the races either." He stated apologetically.

"Aww come on, it'll be fun." urged Alexis pouting.

"My friends could've gotten hurt because I wasn't there last night. I can't let that happen again."

"I understand." Alexis nodded her head as she thought of something. "Hmm, tell you what; give me one hour and we'll call it a night." She reasoned. "Weren't you the one complaining on how you never get to see the city because you're always out on missions?"

"Okay, we've got _one_ hour." Superman relented smiling after giving the matter a thought. First they hit balls at the old Justice League satellite (has anyone noticed that?). "Okay gotta go." He smiled as he asked for leave only for Alexis to ignore him and they eventually ended up in a concert where everyone was cheering loudly. "Alexis I've got to go!" He exclaimed again but she couldn't hear him. Or did she? And, this leads the pair to a carnival.

"So, up for a snack? I know a great place on Titan." Alexis offered smiling.

"No, Alexis, that's it... I'm leaving." Superman declared firmly. There was no time to waste and he did what he thought was best. Turning around, he left but he failed to notice the look he earned as Alexis stood behind with her hands on her hips.

* * *

In Brainiac-5's lab, the young Coluan, with an upset look on his face was typing on his keys, while keeping his company was Ben 10 who was leaning against his chair.

"Brainy, I'm sure he just got caught up. Alexis _is_ a very tricky character to get away from." Ben 10 stated trying to calm him down though it doesn't seems like his words had any effect on him. That's when he saw Superman entering the room. Looking at Brainac-5, his glance shifted back to Superman and he walks up to him.

"You better talk to him." The brunette advised the Kryptonian. "He seems kinda pissed off right now." With that said, he stole another glance at the Brainy before exiting the room, leaving the Kryptonian and Coluan alone.

"Any luck with the scanners?" Superman inquired hoping to start with some topic.

"Their cloaking is good, scanning from the field would have been more effective but it seems my partner forgot about our patrol shift." Brainy replied rather bluntly whilst he continued working on something; his fingers tapping the keyboard frequently.

"Oh no, Brainy I completely lost track of time." Superman apologized.

"Lightning Lad and Saturn Girl took the shift." Brainiac-5 responded back monotonously.

"What about tomorrow?" Superman suggested.

"Ben and Phantom Girl got it covered."

"The day after tomorrow?"

"I'll be going with Timber Wolf after he gets back from Rimbor."

Superman let out a frustrated sigh as he shakes his head. "This will never happen again Brainy, I promise, I'm sorry." He apologized.

"I know." He replied succinctly without looking at Superman.

The Kryptonian released another sigh at the monotone response from the Brainy before he heard Phantom girl calling out to him. Looking at the Coluan for the last time, he strode off to meet Phantom Girl.

"Superman, this just came in." Phantom Girl stated pointing at the screen as Woodhouse came into view.

"It's Alexis, she's in trouble. Hurry Superman!" Woodhouse said urgently and the screen went off instantly with the message delivered. Needless to say, Superman found himself walking toward the door before he abruptly stopped and then turned back. "Maybe we should pass this on to the science police." His voice was full of uncertainty.

"Well, I know what Brainy would say." Phantom Girl said knowingly.

"Your friend needs you." Brainiac-5's voice was heard who had suddenly entered in the room. "Go."

"Brainy, if you need me here, just say the word." Superman insisted but the Coluan walked down the steps, shrugging off the matter. "It's okay, if anything comes up, we'll call you. So try to remember to keep your communicator on."

Superman smiled as he nodded his head and then he was gone the next moment while Ben entered with bags of snacks. "Okay, here one for Phantom Girl, and one for me." He handed Phantom Girl a bag of pretzels.

"Thanks."

"So where's Superman off too?" The Omnitrix hero inquired Brainiac-5.

"Alexis is in trouble."

"Ahh, what is she, a trouble magnet?" Ben asked rhetorically shaking his head in bemusement, before he decides to change the subject, "Now, how cool was that movie?" He looked at the green-skinned Legionnaire.

"It was rather entertaining."

"Why don't you just say 'cool'? You don't have to say big words all the time."

"Why do _you_ not act your intelligence?"

"I like to sound normal!" Ben argued.

"I'd rather speak in my natural way." He smirked with a shrug before he went to finish his work.

...

Meanwhile, a robot was advancing on Alexis before it had her cornered in the room.

Before it could inflict any form of harm to the teenage millionaire, Superman barged in through the ceiling and punched it away, sending it flying and crashing on a game table. As Alexis beamed at her savior, Superman entered into a fight with the robot.

That mechanical robot charged at Superman but his movement was far more sully to connect with the agile Superman. The latter one swatted away the punch and retaliated with consecutive punches of his own that knocked the robot backward before another powerful fist connected with head and drove it into the ground. However, the robot returned back swiftly much to the surprise of Superman catching him off guard and delivered a hook into his gut before decking him into the ground.

Alexis winced as she mumbled an "Ooh."

The robot reached down and picked Superman up and tossed him into a metal ramp snapping it in half. It once again jumped at him and almost crushed him beneath but the young Kryptonian moved out the way by a narrow margin before countering with a backhand swing that flung the robot across the room.

As the fight continued, Alexis yawned in boredom when her eyes darted to the Superman, who picked the robot up and launched it into a screen, breaking it.

"Hey! Hey, that's enough, you're gonna wreck the place!" Alexis yelled as Superman picked it up by the neck preparing to deliver another blow to it. He turned to face Alexis when the robot turned into Woodhouse.

"Woodhouse?!" Superman asked in shock.

"Terribly sorry for the inconvenience, sir." The robot apologized politely.

Alexis walked up to him and casually asked. "Since you're here, wanna get some sushi?"

Superman could scarcely contain his shock at the turn of events "What?!"

"Hey! When you wanna make plans with a super busy superhero, you gotta think outside the box." Alexis explained, pointing to her head.

"I don't believe this!" Superman said indignantly "I should be helping the Legion find the Scavengers. You know the _real_ bad guys who are on the loose?" He looked annoyed before he shakes his head and decided to leave when Alexis grabbed him by the arm.

"Wait. I apologize, that was a dumb stunt to pull." Alexis apologized, regret being evident in her tone.

"So why'd you do it?" Superman asked.

"I don't know, I...I just wanna be a regular person who hangs out with friends." Alexis explained. "But to do that, I need to have at least one friend."

"I know you want a friend, but my teammates need me, there's a difference." Superman told the ginger-haired girl.

"Right, what I want is more important."

Superman sighed "Look, don't do it again okay?" He asked before flying off.

"Wait!" Alexis called out after him, though he hardly heeded her as he was already out of the building. "Hey, I said wait." She repeated angrily stomping her foot as Woodhouse rolled over next to her. Woodhouse looked to see the face Alexis was making. "Hmm, I'm afraid I know that look." He said dejectedly.

"Superman wants to make this a choice between me and the legion, fine. I'll just have to do something about the competition." She stated nastily as she walked away.

...

Meanwhile in a large underground location; the Scavengers hiding place; the technology thieves were currently at work.

"The men are getting sick of sitting here." One of them said.

"Then tell them again that it's taking our entire tech just to deflect the Legion's scanning and Saturn Girl's mind probes." The other told him in annoyance "We leave here, they find us and we're not strong enough to beat them, yet." He declared.

"And how are we supposed to get stronger if we ain't out there scavenging up more tech?" The other asked before a large explosion blew the door away off its hinges, catching their attention. They readied themselves for the intruder and noted Alexis emerged from within the smokes cloud with Woodhouse carrying some machine parts in a box.

"So, the infamous Scavengers, please, don't get up; I think you could use my help…" Alexis grinned, causing the Scavengers to drop their stances and listen with interest. "…and I need yours." She finished in an unnervingly sinister tone.

* * *

"I linked the Scanners to boost their range. Nothing on the Scavengers, but look at this." Brainy announced the screen showed a picture of the solar system with a small flashing dot.

"Looks like a Legion distress signal, who is it?" Lightning Lad asked.

"Uncertain. I can't decode the transponder." came the Coluan's response.

"No wonder, it's coming from inside the Aalt Cloud. No one can stand that kind of radiation." Saturn Girl pointed out.

"Actually, one of us can." Brainiac-5 corrected.

"I'm on it." Superman said getting the clue before he sped off. No sooner he was out, that the alarm suddenly went off.

"What now?" Ben asked annoyed as Saturn Girl put a hand on her head in irritation. "The Scavengers…" She answered when the doors were blown off the hinges, causing Snarl to bark in alert.

"Aww man! I just used Jury Rigg to fix those!" Ben whined as a large group of Scavengers entered the room wearing high tech battle suits, which appeared to be red-armor, and by what the Legionnaires could tell, their new armor was an improvement from the ones before. They leveled their weapons at the teen heroes.

"Thanks for coming, you just made taking you to jail, a whole lot easier!" Lightning Lad exclaimed as blue electric bolt gathered around his hand and he fired it at the group. But, surprisingly the attack was deflected backward and the next moment, the heroes were on the receiving end.

Snarl immediately ran over to Ben, worried for his master. "I'm gonna guess these guys received some upgrades." Ben said, rubbing his head in pain.

"You noticed?" Alexis asked whilst coming into the room in a large, greyish-green, robotic suit mounted with an array of weapons. Alexis has been eager to try out the weapon arsenal that came with the suit and now was the perfect time.

"No hard feelings, I'm just here to clear Superman's schedule." She succinctly informed the heroes.

"Aright, now this is just getting weird." Phantom Girl commented.

The Scavengers lunged at the legionnaires, more than eager to receive some payback for their fight at the depot, and with their new weapons at the disposal, they were sure it was guaranteed; the heroes sprung into action. Phantom Girl phased out through the floor, while the others flew off. Ben 10 selected an icon on the holo-ring and slams down the Omnitrix dial.

 **"SPIDERMONKEY!"**

The Arachnichimp somersaults in the air and quickly dispatches some scavengers with agile kicks and punches, followed by webbing them to the floor. Spidermonkey strode forward and broke through the defenses of some more scavengers before leaping upward and delivering spin and axe kick simultaneously knocking two more away. Crouching low, he dodged the beam before retaliating with a head butt that knocks another backward; however before he could stumble anymore backward, he was wrapped in a thick webbing and was pull forward and next moment, he was sent crashing into his own men.

While Ben dealt the major damage to the assailants, Lighting Lad blasted two of them off their feet and Brainiac-5 used distraction for Phantom Girl to emerge from behind them and using her special ability, she stuck her hand through two of them, disabling their armor and knocking them out unconscious instantly.

"Alexis, I never really liked your style, so kicking your butt is kinda like a dream come true." Phantom Girl smirked facing the rich girl.

"You're welcome to try." The ginger-haired girl boldly challenged and fired at the Bgztlian with a red beam from the suit's abdomen.

Phantom Girl dodges it with a nick of time to spare but it certainly startled Spidermonkey and Brainiac-5 who were missed by the beam merely by an inch.

...

Meanwhile Superman had made it to the Aalt Cloud and had found a floating container-like container. Upon closer inspection, he recognized a particular detail.

"That logo..." He muttered before his eyes narrowed. "Alexis, what's she up to now?" He mumbled, mentally berating himself to be tricked by that girl yet again. He flew back to Earth as fast as his Kryptonian speed could take him. There was something very wrong and he was going to find out.

...

Lighting Lad gathered electric bolts in his palm and threw it at the group of scavengers down below; even through it produced little effect. But, he was not done yet. Dodging the volley of attacks, he hurled another electric bolt at the emergency fire system which came into effect and sprayed water all over the Scavengers. Thanks to the liquids conductive properties, the soaked scavengers were severely electrocuted and immobilized, bringing out a triumphant smirk from Lightning Lad.

Phantom Girl flew away from the beams and phased through a door cutting the eye sight. She waited a moment and used the opportunity to fly back from around to deliver two swift punches that knocked away the two assailants chasing her. But, instead of leaving her attack restricted, she strode forward and delivered a spin kick as a finishing blow that ensures they won't be waking up anytime soon.

Saturn Girl levitated to the ceiling level before she dropped down catching two scavengers off guars and decking them into the ground before she spun around and lashed out with her right foot that knocked another assailant into the others. But she didn't stop there, as she swiftly dispatched two of the scavengers before punching third one in the gut followed by the face.

She spun around to face more of the scavengers closing in her forcing her to fly out and close the door behind by breaking the locking system, trapping them inside. However, that didn't seem sufficient to hold them inside as they easily blasted their way out.

Meanwhile, Spidermonkey found himself evading attacks from the leader, who was in more bulkier armor and his superior agility offered him enough to dodge quickly but lack of strength proved to be his problem. The Arachnichimp leaped back before shooting a string of webbing at him, but the latter merely caught it with rather ease with his hand before throwing Spidermonkey hard into the wall. A groan escaped Spidermonkey's lips as he slumped to the floor.

"Quit while you're ahead, monkey-boy." The leader suggested in a smug manner. "You don't stand a chance."

Spidermonkey recovered from the impact rather quickly as he rubbed his sore head. "Maybe not as _regular_ Spidermonkey…" The Arachnichimp admitted before he smirked, "…which means it's time to go Ultimate!" He slapped the Omnitrix symbol on his chest. A wave of green light traveled through Spidermonkey's body as an evolutionary surge consumes it. He now had a large gorilla-like body with purple skin and black fur. He now had three pairs of green eyes, three toes and fingers, no longer had a tail and extra pair of arms, but they are replaced with two pairs of spindly spider legs growing out of his back to support his massive body, and the Ultimatrix symbol was on his chest. He looked much more imposing than before.

 **"ULTIMATE SPIDERMONKEY!"** He proclaimed in a much deeper voice while pounding his chest.

The scavenger-leader was caught off guard from the sudden transformation and Ultimate Spidermonkey used the opportunity to shoulder-check him, knocking him down to the floor. As he tried to rise, he deployed his weapon and aimed it at the gorilla-like alien, but the hyper-evolved Arachnichimp simply bit down on said weapon with his fangs, crushing it with sheer strength and destroying it.

The leader's eyes bugged out as he stared at the evolved-Arachnichimp in horror before he was dealt with a flurry punch to the face before he felt a tight hold on his face and next moment, his body zoomed backward and was sent crashing into a wall before slumping to the floor. Ultimate Spidermonkey opened his mouth and, after his lower jaw split down the middle, spat an enormous net of webbing onto the leader, who now struggles in the web cocoon.

"If I were you, buddy, I'd demand my money back." Ultimate Spidermonkey mocked before touching the Omnitrix dial and reverts back to Spidermonkey. He touches it again and turns into Ben.

"Don't move!"

Ben turned around to see another Scavenger with his weapon leveled at him causing him to sigh.

"Any last words, kid?"

Ben smirked. "Only three: Sick him, Snarl!"

The scavenger is suddenly tackled from behind and slammed against a wall. Groaning in pain, he looks to see his attacker: It was a large, lizard-like creature with a white, black and green color scheme. It has a black head which dons a white patch on each side of its head. Located on these, it has four green eyes, two on one side and two on the other. It had sharp teeth and the gums protrude in the lower jaw. It has a row of dark-green spikes running down its back, which also has a black stripe. It has four legs and black feet, each ending in three green claws, and a tail with a green-marked tip. The green Nemetrix collar was around its neck.

 **Buglizard** snarled angrily at the Scavenger who dared to try and hurt his master; the latter instinctively began shooting at the predator alien, but the beams did little but to annoy him. Buglizard then exhales a thick yellow fog from his mouth, blinding the scavenger before his long tail was wrapped around his leg and he began thrashing him around a bit before tossing him through the wall, knocking him out cold.

Smiling, Ben walks over to Buglizard and scratches his head, causing him to growl softly from the affection. "Who's a good shape-shifting predator?" Ben 10 cooed. "You are! Yes you are!"

...

Brainy was doing fairly well in dodging all shots fired at him as he countered with two punches that send the assailants skidding backward. Raising his arms overhead, he delivered a hammer punch to the third before backhanding two more.

"Hey, android!"

The Coluan's neck snapped toward the source of voice to find Alexis with her gun leveled at him and next moment, the place was enveloped in explosion before the area was consumed in smoke.

"One down, three to-" Alexis stopped in her remark when she noticed Brainy disappearing into the vents. Alexis sighed in annoyance. These Legionnaires were more troublesome than she thought.

Saturn Girl was ambushed in the hallway by two Scavengers, but Brainiac-5 jumped out from the ceiling and landed on their shoulders, pummelling them into the floor much to the surprise of Saturn Girl.

"Good help is so hard to find." Alexis, who somehow caught up with the heroes, said catching the duo off guard and shot a bolo rope at the two, tying up together and electrocuting them as they slumped down on the floor, semi-conscious.

"You know, it never would have occurred to me that I'd be so good at this kind of thing." Alexis gloated, her laughter echoing through the hallway as the Scavengers surrounded the two. "This is really fun."

"Leave 'em alone!" Jetray shouted as he and Lightning Lad emerged up from behind her and next moment, neuro beams and lightning bolt struck her into the back...but much to their surprise, it did nothing to her robotic suit at all. She turned around as Phantom Girl closed to her to punch her but it instead bounced off the armor.

The Bgztlian stared dumbstruck before she was swatted away into Lightning Lad. Jetray fired his neurobeam again, but the results had little difference. He was caught off guard as Alexis turned around him and fired an orange foam-like substance at the Aerophibian, sending him crashing into a wall. The orange foam hardens instantly as the struggling Jetray reverts back to normal.

Finding, his master in trouble, Buglizard lunged at Alexis but the latter one launched three spiked wires at the predator, embedding into his forehead and next moment, he was severely electrocuted by red electricity flickering around his body, knocking him out cold and reverting him back to Snarl, the pup.

Alexis smirked as she prepared to finish them all off when the wall next to her suddenly bursts open and Superman emerges through the newly formed hole.

"Alexis!" The Kryptonian shouted.

"Hey." Alexis greeted casually.

"What are you doing?" Superman demanded angrily.

"What's it look like?" Was the rhetorical response from Alexis. "I'm making new friends." She smiled and one of the Scavengers taking the cue, lunged at him. It did little but annoy him as he simply batted him away and striding forward, his movement became blurring as he quickly dispatched the remaining scavengers out cold. "So, you still pick your teammates over me?"

"What do you think?"

Alexis sighed in disappointment. If this is what her ex-boyfriend desired, so be it. "Woodhouse!"

On cue, Woodhouse suddenly bursts through the floor delivered a punch that sends Superman backwards; however, the latter one quickly shook off the surprise attack and regains his balance. His heated glare met Woodhouse and next second, Woodhouse's arms and head were sliced off courtesy of Superman's heat vision.

"Didn't think this through, did we?" The robot muttered before his circuit blow up and it went off line.

Superman used the chance to fly over to Ben and tore off the hardened substance, freeing him. The Omnitrix wielder hurried over to Snarl and picked him up and rubbed his head warmly. Snarl regains consciousness as his eyes fell upon the brunette and he licks his master's cheek, much to his relief before Ben places him on his shoulder. He spun around to find the Boy of Steel kneeling next to the entangled Coluan and Titanian and using his laser vision to cut through the rope.

"Thanks." Brainy greeted as he and Saturn Girl wobbled back up.

"Hey, what're friends for?" Superman shrugged.

The others gathered together and stood beside Superman; each of them giving Alexis a dirty look but it did little to affect her. "Alright alright, I guess I got a little carried away." She admitted, shrugging with the suit.

"No duh." Ben said dryly.

"Ya think?" Phantom Girl asked in annoyance.

"On second thought, if you're not gonna be my friend, I don't see why you should be anyone's." Alexis stated nastily and deployed her main laser and leveled it at Superman before firing forth an energy beam . But superman stood firmly in his place and took the attack to protect his team.

"Alexis...stop." Superman's voice was straining as he struggled to step toward her and he did. "You can't hurt me."

"Huh?" Alexis gasped; as she stared dumbfounded at the sight. She put more pressure in her attack but it didn't prevent Superman from closing into her and it was frustrating to her. Abruptly, her whole suit blew up due to too much pressure applied consequences to her own action.

"ALEXIS!" Superman shouted as he flew through the smoke cloud and moment later, he emerged out holding Alexis; her clothes were tattered and her head...was bald.

"What..." Alexis muttered softly before raising her voice. "What did you do to me?!" she demanded angrily.

Ben snickered. "That's actually a good look on you, if you don't know."

* * *

Half an hour later, after having Alexis escorted by the authorities and cleaned up to the base; Superman was in his room throwing away the gifts Alexis gave him. The last thing he wanted was any item in his room that would remind him of his insane ex-girlfriend.

"How're you doing, man?"

Superman whipped around to see Ben 10 ambling into his room.

"Not too great," Superman admitted dejectedly. "I _really_ messed up today, didn't I?" He let out a sigh at no response. "I never should've let Alexis come between me and my team."

Ben 10 shrugged nonchalantly. "Don't beat yourself up over it, dude. Between you and me, you're not the first hero who got suckered into dating a teen celebrity who turned out to be a homicidal maniac." He said, recalling his time and past experience with someone Jennifer Nocturne.

Superman looked at Ben 10 in surprise.

"Take it from the guy who once made the same mistake: _Never_ date a celebrity." Ben 10 continued. "There'll be plenty of girls back where you come from, maybe you should start out small, like with a newspaper reporter or something." He suggested using a totally random example.

The Kryptonian grinned at Ben's wise sounding words. "I'll keep it in mind."

* * *

Meanwhile, on Takron-Galtos, a highly advanced prison planet; Alexis, whose hair is growing back, is in her cell tinkering with Woodhouse's head; trying to fix him. The head finally comes online again and she pulled him up to get a good look at it.

"Good to see you again, Mistress." The robot's head greeted. "Terribly sorry about what happened with the Legion."

"Actually Woodhouse, I'm grateful to them." She replied with a smile as she etched something in the table with a screwdriver.

"And why, may I ask is that?"

"They helped me figure out what I wanna do with my life." She smiled almost haughtily and brought the screwdriver down onto what she'd etched; a picture of the Legion's symbol.

 **End of chapter. Thank you Zero10 for editing.  
**

 **Alexis seemed like she had a lot of potential as a villain, but sadly this was her only role in the entire series, which is why I have her make a reappearance in a future chapter.**

 **I'll take a break from this story and give some much needed attention to my "Avatar Titan" series which I haven't done in a while. So until then please read and review. And if there are any other Legion Of Superhero villains you'd like to see appear in the story, or make a second appearance, let me know.**


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